2019 annual meeting - sec · 2018-12-21 · chief executive officer last year’s performance was...

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Aramark

2400 Market Street

Philadelphia, PA 19103

www.aramark.com

NOTICE OF 2019 ANNUAL

MEETING OF SHAREHOLDERS

AND PROXY STATEMENT

5912_CVR.indd 15912_CVR.indd 1 12/18/18 12:30 AM12/18/18 12:30 AM

Wednesday, January 30, 2019 at 10:00 AM ESTThe Rittenhouse Hotel 210 W. Rittenhouse Square,Philadelphia, PA 19103

2019 Annual Meeting of Shareholders


Dear Shareholders,

We are pleased to invite you to attend the Annual Meeting of Shareholders on Wednesday, January 30, 2019. Our

meeting will be held at 10:00 a.m. at The Rittenhouse Hotel, located at 210 W. Rittenhouse Square, Philadelphia,

Pennsylvania 19103.

As your Board, we value this opportunity to communicate with you, and share our perspective on the Company’s

performance and its future growth prospects. We maintain an active and ongoing dialogue with the Chief Executive

Officer and other members of the management team around the Company’s strategic priorities and initiatives. We seek

to achieve sustainable shareholder value through execution against a clear and focused strategy, prudent risk

management, sound corporate governance, effective executive compensation programs, environmental and social

responsibility initiatives, and robust succession planning. We would like to highlight a few areas of particular significance

for the Board this past year:

2018 Financial and Operating Performance2018 has been an exciting year for Aramark. The Company reported another year of record results with Revenues of

$15.8 billion, Adjusted Operating Income of $1.1 billion and the fifth consecutive year of double-digit Adjusted EPS

growth. At the same time, the management team successfully integrated the strategic acquisitions of Avendra and

AmeriPride, which strengthened the Company’s competitive position across its portfolio. Also importantly, the Company

achieved its three-year margin target, which enables it to compete even more effectively in the marketplace. The

Company has been consistently delivering on operational and financial improvements. Finally, Aramark’s strong cash

flow generation and disciplined financial management have significantly bolstered the balance sheet giving the

company increased financial flexibility.

Aramark exits 2018 as a much stronger company. Looking forward, we remain confident that, with its performance-

driven culture, a more efficient operating model, an enhanced brand portfolio, and a stronger balance sheet, the

Company is now even better positioned to continue to deliver long-term shareholder value.

Shareholder Outreach and Say-On-Pay ResponsivenessIn our efforts to further enhance our shareholder engagement process and in response to last year’s Say-on-Pay results,

we expanded our outreach efforts by contacting investors representing 80% of our shares outstanding and conducting

meetings with investors representing 65% of our shares outstanding. Together with members of management, the Chair

of our Compensation Committee led a significant number of these discussions. In alignment with the valuable

shareholder feedback we received, we adopted impactful changes in our executive pay programs, including eliminating

the outperformance award as part of our CEO’s long-term incentive award, modifying our Annual Incentive Bonus Plan,

enhancing disclosure and transparency around compensation decisions, and by providing more context and clarity on

the process for setting performance targets. We continue to ensure that our executive compensation programs are

structured to align with our long term strategy, to drive operational performance and deliver strong financial results. We

believe the changes further align our executive compensation with shareholder interests.

Environmental, Social, and Governance StewardshipThrough our extensive shareholder engagement this year, we also discussed the Board’s oversight of sustainability

matters. In response, we included disclosure of Aramark’s environmental and social priorities, including sustainability and

diversity, and the oversight of these initiatives more broadly in this Proxy Statement. We are committed to sustainable

environmental practices and operations through the Company’s Green Thread commitment, which is focused on

minimizing environmental impacts across our operations and communities. Most recently, we began to phase down

single-use plastics, including straws and stirrers, and anticipate significant reductions by 2020. Our future plans include

a comprehensive development approach across a framework of People, Products, Planet and Community.

Board Composition and RefreshmentWe continue our commitment to best in class corporate governance practices with a focus on the right balance of skills,

expertise, experience and diversity on our Board, coupled with our annual evaluation process. We have built a strong,

independent Board with an effective mix of institutional knowledge, fresh perspectives, differentiated backgrounds, and

diversity in terms of gender and ethnicity. Sanjeev Mehra, who currently serves as our Lead Director, will not stand for

re-election this year. Sanjeev has served this Board with distinction for 12 years, starting in 2007 as a sponsor member

and continuing since the IPO, and his contributions to the Board and our shareholders have been numerous and valued.

The independent directors have appointed Steve Sadove as our Lead Director, effective at the time of the Annual

Meeting. We believe that Steve’s significant board and executive experience make him uniquely qualified and prepared

to serve in this important role. Steve currently serves as Compensation Committee Chair and would also continue in that

role. We great appreciate Sanjeev’s years of service, and are fully confident that Steve will continue the record of strong

leadership in that key position.

Shareholder feedback has and will continue to greatly influence and shape our governance and executive compensation

practices. We greatly appreciate your feedback and value your support. We look forward to continuing the dialogue

with you and are excited for what is to come at Aramark.

Sincerely,

Pierre-Olivier Beckers-Vieujant Irene M. Esteves Patricia B. MorrisonLisa G. Bisaccia Eric J. Foss John A. QuelchCalvin Darden Daniel J. Heinrich Stephen I. SadoveRichard W. Dreiling Sanjeev K. Mehra

5912_TXT.pdf 1

Dear Fellow Shareholders,I am pleased to report that 2018 was another record year for our Company across key financial

metrics, including revenue, margin, profit, and earnings. We also strengthened our balance sheet

and smoothly integrated the two largest acquisitions in Aramark’s history. As the capstone of our

achievements, 2018 marked our fifth straight year of double-digit adjusted EPS growth – a feat

matched by exceptionally few companies as we continue our transformation journey to ensure

consistently profitable growth. Our winning results are detailed in this report, and I applaud the

entire Aramark team for their success. Let me share the 2018 highlights with you.

Our Performance

Our success starts by listening closely to our consumers and clients and keeping a steady focus on

quality, innovation, health & wellness, and brand building. We elevated the experiences Aramark

creates by upping our service levels and enhancing our offerings, while introducing new

technology behind each. This included launching new premium and core brands, partnering with

fresh, exciting and innovative concepts, and deploying integrated technologies to provide

seamless consumer interactions. These initiatives are driving dramatic improvements in consumer

satisfaction and solidifying client loyalty.

We achieved those advances while simultaneously strengthening our competitive position by

relentlessly championing productivity throughout our operations. We successfully navigated tight

labor markets, carefully managed our largest cost centers of food and labor, and relentlessly

attacked complexity across the supply chain and every aspect of our business. These efforts

yielded steady margin growth in 2018, and enabled us to deliver on our promised three-year

margin target right on schedule.

Eric J. FossChairman, President andChief Executive Officer

Last year’s performance was capped by strategically repositioning the Company’s portfolio. We initiated the exit of a non-core

business and completed the integration of Avendra and AmeriPride – each of which would have represented Aramark’s largest

acquisition as a stand-alone addition. Avendra substantially increases our purchasing scale and power. Since 2015, we have grown the

Company’s annual procurement spend from $5 billion to $12 billion today. AmeriPride also greatly expands our scale and broadens our

geographic scope in the highly attractive and growing Uniforms industry. These strategic, synergistic and accretive deals further

optimize our portfolio while bolstering our competitiveness.

Our Purpose

High performance like we achieved is impossible unless team members are united in a shared purpose. At Aramark, our purpose

revolves around our mission to ‘Enrich and Nourish Lives,’ which brings together 270,000 committed team members in a collective

effort to be successful by doing well. Our approach is to drive sustainable growth and create long-term stakeholder value by

concentrating on our People, Products, Planet and Community.

Our People: Aramark’s potential is tied to diversity that influences our thinking and actions. Our commitment to building a high-

performance culture through diversity and inclusion extends from Aramark’s front line to the board room. We grew our diverse

representation of the board to nearly half of our directors last year, and continued growing diversity of our workforce. We consistently

earn accolades for our progress, including recognition as a FORTUNE Most Admired Company and cited as an employer-of-choice by

Black Enterprise and Latino magazines, DiversityInc, the Human Rights Campaign for LGBT equality, and the Disability Equality Index.

Our Products: Health and wellness is at the heart of every individual and family we serve and we take that priority to heart. For

example, our groundbreaking partnership with the American Heart Association (“Healthy for Life 20x20”) has us on-track to

fundamentally improve the health of consumers 20% by 2020 by enhancing our menu offerings. Last year we added to our progress

and reduced calories, saturated fats and sodium 15%; and increased fruits, vegetables and whole grains 9%.

Our Planet: We are helping to protect and preserve the environment by operating efficiently, minimizing waste, and sourcing

responsibly. Significant progress was achieved in 2018 as we diverted nearly 700 tons of food waste from landfills on our way to

cutting waste 50% by 2030; reduced single-use plastics; and lowered carbon emissions from our 14,000 delivery vehicles to meet our

8% reduction goal next year.

Our Community: Aramark Building Community, our global charitable program, saw employee volunteers help nearly 500,000 families

in communities around the globe, while our philanthropic fund donated $15 million to improve community health and wellness and

enabled millions of people to succeed through education and employment opportunities. The fund also supported global relief

agencies to assist communities recovering from natural disasters.

Our Promise

I am pleased with our performance and purpose-driven culture. However, I am even more excited about our promising future. A future

that we’re not just imagining, but shaping with a confidence rooted in compelling and inescapable facts:

• We operate in a large, growing market with long-term favorable outsourcing trends.

• We have a proven, resilient business model that works in all economic cycles – favorable and unfavorable.

• We have a demonstrated record of broad-based business results and momentum.

• We have significant productivity and margin opportunities ahead of us.

• We have recently completed acquisitions that boost our competitive position.

• We have a strong and flexible balance sheet.

In closing, I firmly believe that Aramark’s best days are ahead. Thank you for your continued investment and support.

Sincerely,

Chairman, President and CEO

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Notice of 2019 Annual Meeting of Shareholders

DATE AND TIME:Wednesday, January 30, 2019 at 10:00 am (Eastern Standard Time)

PLACE:The Rittenhouse Hotel, 210 W. Rittenhouse Square, Philadelphia, PA 19103

ITEMS OF BUSINESS:

PROPOSAL 1. To elect the 10 director nominees listed in the proxy statement to serve until the 2020 annual

meeting of shareholders and until their respective successors have been duly elected and qualified;

PROPOSAL 2. To consider and vote upon a proposal to ratify the appointment of KPMG LLP as Aramark’s

independent registered public accounting firm for the fiscal year ending September 27, 2019;

PROPOSAL 3. To hold a non-binding advisory vote on executive compensation; and

To transact such other business as may properly come before the meeting or any adjournment or postponement

thereof.

RECORD DATE:The Board of Directors has fixed December 7, 2018 as the record date for the meeting. This means that only

shareholders as of the close of business on that date are entitled to receive this notice of the meeting and vote at the

meeting and any adjournments or postponements of the meeting.

HOW TO VOTE:Shareholders of record can vote their shares by using the Internet or the telephone or by attending the meeting in

person and voting by ballot. Instructions for voting by using the Internet or the telephone are set forth in the Notice

of Internet Availability that has been provided to you. Shareholders of record who received a paper copy of the

proxy materials also may vote their shares by marking their votes on the proxy card provided, signing and dating it,

and mailing it in the envelope provided, or by attending the meeting in person and voting by ballot.

By Order of the Board of Directors,

Stephen R. Reynolds

Executive Vice President, General Counsel and Secretary

December 21, 2018

5912_TXT.pdf 5

Table of Contents

Proxy Statement Summary 2

2018 Record Business Performance Highlights 3

Overview of Our Director Nominees 4

Shareholder Engagement 5

Executive Compensation 6

Corporate Governance Matters 9

Proposal No. 1 – Election of Directors 9

Director Nominees 10

Corporate Governance 17

Director Compensation 24

Audit Committee Matters 26

Proposal No. 2 – Ratification of Independent Registered Public Accounting Firm 26

Fees to Independent Registered Public Accounting Firm 27

Report of Audit and Corporate Practices Committee 28

Compensation Matters 29

Proposal No. 3 – Advisory Vote to Approve Executive Compensation 29

Compensation Discussion and Analysis 30

Compensation Committee Report 49

Compensation Tables 50

Equity Compensation Plan Information 66

Certain Relationships and Related Transactions 67

Security Ownership of Certain Beneficial Owners and Management 68

Section 16(a) Beneficial Ownership Reporting Compliance 70

General Information 71

2019 Annual Shareholders Meeting 71

2020 Annual Shareholders Meeting 75

Annex A Annex-1

5912_TXT.pdf 7

PROXY STATEMENT SUMMARY

Proxy Statement Summary

This summary highlights information contained elsewhere in this proxy statement, which is first being sent or made

available to shareholders on or about December 21, 2018. You should read the entire proxy statement carefully before

voting. For more information regarding the Company’s 2018 performance, please review Aramark’s Annual Report.

MISSION & VALUESAramark’s mission is to “Deliver experiences that enrich and nourish lives.” This mission is anchored in our core

values which guide our execution in the marketplace:

• Sell and Serve with Passion. Placing clients and consumers at the center of all that we do by listening and

responding to their needs with service focused on quality and innovation.

• Set Goals. Act. Win! Maintaining a culture of accountability where performance matters and exhibiting leadership

that achieves and exceeds expectations through our execution.

• Front-Line First. Providing our front-line employees with tools and training that empower them to deliver

excellence at the point of service to thousands of consumers and clients every day.

• Integrity and Respect Always. The highest ethical standards are the cornerstone of the Aramark brand and help us

earn the trust of our key constituents.

We strive to accomplish this mission through a repeatable business model founded on five principles of excellence —

selling, service, execution, marketing and operations. We operate our business with social responsibility, focusing on

initiatives that support our diverse workforce, advance consumer health and wellness, protect our environment, and

strengthen our communities. Aramark is recognized as one of the World’s Most Admired Companies by FORTUNE, as

well as an employer of choice by the Human Rights Campaign and DiversityInc.

2

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2018 RECORD BUSINESS PERFORMANCE HIGHLIGHTSAs we evaluate our compensation for the year, we note that Aramark reported another impressive, record year of

results in 2018 driven by disciplined execution across our businesses. We delivered the fifth consecutive year of

double-digit adjusted EPS growth, with a 14% increase in constant currency adjusted EPS in 2018 (a 50% increase in

GAAP EPS). We also reported record revenue of $15.8 billion, which was approximately 3.5% higher on a constant

currency basis than the prior year in our legacy business (an 8% increase on a GAAP basis). Productivity

improvements led to a 46 basis point increase in adjusted operating income margins to 7.05%. This strong

improvement enabled us to achieve the three-year 100 basis point adjusted operating income margin improvement

target that we set in fiscal 2016. As a result, we are now sustainably more profitable and therefore better positioned

to compete in the marketplace. Another year of strong cash flow enabled the Company to aggressively reduce our

debt levels from the middle of the year when we completed the acquisitions of Avendra and AmeriPride.

These two strategic, financially compelling acquisitions — each of which would have been the largest acquisition in

the Company’s history—have significantly bolstered our competitive position across our portfolio of business. We

would not have been able to make these investments without the disciplined deleveraging of the past few years and

our ability to ensure we are maximizing our financial flexibility.

*See Annex A of this proxy statement for a reconciliation of non-GAAP financial measures to our results as reported

under GAAP.

The Company’s diversified portfolio and blue-chip client base consistently deliver resilient earnings and strongfree cash flow. Our transformative journey since our IPO five years ago has meaningfully strengthened this solidplatform, driving improvement in metrics that matter for shareholder value creation, including double-digitannual adjusted EPS growth and TSR of 120% during such period:

2013 - 2018 2018

Sales

AOI Margin

Adjusted EPS

Adjusted OperatingIncome

$15.8B

7.05%

$2.25

$1.1B

13%

139 bps

79%

42%

44%

120%

3-Year TSR TSR Since IPO(Approx. 5-Year)

TSR through September 28, 2018

3

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OVERVIEW OF OUR DIRECTOR NOMINEESEach of our 10 nominees has extensive leadership experience and relevant expertise and currently serves as a

director for the Company. The Board undergoes an annual self-assessment and review to ensure that it has a

balanced mix of skills and attributes to best oversee our business.

Director Age Background Current CommitteeMemberships

Eric J. Foss 60 Chairman, President and Chief

Executive Officer, Aramark

Pierre-OlivierBeckers-Vieujant

58 Honorary President and Chief

Executive Officer, Delhaize Group

Audit and Corporate Practices

Nominating and Corporate

Governance

Lisa G. Bisaccia 62 Executive Vice President and Chief

Human Resources Officer, CVS

Health Corporation

Compensation and Human

Resources Nominating and

Corporate Governance

Calvin Darden 68 Former Senior Vice President, U.S.

Operations, United Parcel Service,

Inc.


Resources Finance

Richard W. Dreiling 65 Former Chairman and Chief

Executive Officer, Dollar General

Corporation


Resources Finance

Irene M. Esteves 59 Former Chief Financial Officer, Time

Warner Cable Inc.


Finance

Daniel J. Heinrich 62 Former Executive Vice President

and Chief Financial Officer, The

Clorox Company


Finance

Patricia B. Morrison 59 Former Executive Vice President,

Customer Support Services & Chief

Information Officer, Cardinal Health,

Inc.


Finance

John A. Quelch 67 Vice Provost, University of Miami,

Dean, Miami Business School and

Leonard M. Miller University

Professor


Nominating and Corporate

Governance

Stephen I. Sadove 67 Former Chairman and Chief

Executive Officer, Saks

Incorporated


Resources Nominating and

Corporate Governance

STRATEGIC LEADERSHIP

SKILLS, EXPERIENCE, AND BACKGROUND100%

100%

90%

90%

70%

60%

50%

50%

50%

30%

SENIOR MANAGEMENT LEADERSHIP

PUBLIC COMPANY BOARD SERVICE

OPERATIONS MANAGEMENT EXPERTISE

INTERNATIONAL EXPERIENCE

CORPORATE FINANCE / M&A EXPERIENCE

FINANCIAL ACUMEN & EXPERTISE

TECHNOLOGY BACKGROUND

CEO LEADERSHIP

INDUSTRY BACKGROUND

TENURE

4 yrs. Average Tenure

DIVERSITY

1-3 years5

4

1

4-6 years

>6 years

40%0%

4

5912_TXT.pdf 10


SHAREHOLDER ENGAGEMENTShareholder engagement is a cornerstone of our corporate governance practices. The Board remains committed to

ongoing shareholder engagement, and using shareholder feedback to inform its decision-making processes. This is

evidenced in the enhancements to our executive compensation program made in late 2018 following extensive

shareholder feedback, as well as the updates to our executive compensation program and corporate governance

practices made over the past few years and depicted in the timeline below.

SHAREHOLDER ENGAGEMENT & RESULTING COMPENSATION AND CORPORATE GOVERNANCEENHANCEMENTS TIMELINE

FEBRUARY

Eliminated

liberal share

recycling

AUGUST

Implemented

proxy access

by-laws

NOVEMBER

Moved from 1 to 3-year

performance

measurement period

for performance awards

NOVEMBER

Added free cash flow

metric to management

bonus plan

NOVEMBER

Increased performance

award weighting to 50% and

added ROIC as a metric for

long-term performance awards

2015 2016 2017 2018

FEBRUARY

Adopted a

clawback

policy

MAY

Implemented

majority voting

for Directors

NOVEMBERSimplified management

bonus plan, eliminated

outperformance award,

enhanced target setting disclosure,

and expanded clawback policy

Shareholder Outreach Following 2018 Annual MeetingThe Board recognized that we needed to conduct an even more comprehensive outreach program in order to better

understand our shareholders’ perspectives on our compensation program. In 2018, we reached out to shareholders

representing approximately 80% of our shares outstanding, and met with shareholders representing approximately

65% of our shares outstanding. We discussed a variety of matters, but most of our conversations focused on our

executive compensation program. The Chair of our Compensation Committee participated in our outreach program

meeting with shareholders representing approximately 40% of our outstanding stock.

2018 Compensation and Governance Changes in Response to Shareholder Feedback

WHAT WE HEARD WHAT WE DID

Compensation Feedback

Questions and confusion around the TSR

Outperformance Award

Eliminated the TSR Outperformance Award for the

CEO’s 2019 and go-forward long term incentive awards

Dislike use of negative discretion in the Annual Incentive

Plan

Eliminated the structural component of the Plan that

drove consistent use of negative discretion

Questions regarding the transparency and rigor of

performance targets

Provided greater transparency and context throughout

the CD&A on the process for setting performance

targets and disclosed the 2019 targets in our Annual

Incentive Plan

Ensure alignment with best practices relating to

compensation governanceExpanded scope of Clawback Policy

Governance Feedback

Adopt majority voting for Director electionsBoard amended bylaws to provide for majority voting

for Director elections

Align with emerging best practices relating to disclosure

on environmental and social priorities and oversight

Broadened the disclosure of sustainability, diversity and

cyber risks

5

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EXECUTIVE COMPENSATION

Our Executive Compensation ProgramsOur compensation programs are designed to support our overall commitment to continued growth and the provision

of quality and innovative services to our clients and customers in order to ensure continued shareholder value

creation. Our programs are focused on three important goals:

Align with Shareholder Interests: Align each executive’s interests with shareholders’ interests by requiring

significant stock ownership, tying substantial portions of pay to performance, paying a significant portion of

compensation in equity and subjecting equity compensation to performance conditions and multi-year vesting

periods;

Performance Based: Tie significant portions of compensation to performance in order to achieve our short-term

and long-term business goals; and

Market Competitiveness: Attract and retain key executives with the capability to lead the business forward by

providing innovative and effective service to our clients and customers.

Our Compensation Committee adheres to the following best practices:

WHAT WE DO WHAT WE DO NOT DO

✓ Strong pay-for-performance alignment

✓ Balanced performance metrics within annual and

long-term plans

✓ Performance metrics align management and

shareholder interests

✓ Rigorous goal setting aligned to business strategy

✓ Majority of direct compensation paid over the long

term

✓ Independent compensation consultant

✓ Significant stock ownership guidelines

✓ Enhanced clawback provisions

✕ Use “single-trigger” change of control provisions

✕ Provide tax gross-ups on perquisites

✕ Pay dividends on long-term incentives prior to

vesting

✕ Allow pledging, hedging or short-sale transactions

✕ Encourage unreasonable risk taking

✕ Grant equity awards discounted at values below

100% of fair market value

✕ Reprice stock options

6

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Key Elements of 2018 Program

LONG TERM INCENTIVEANNUAL INCENTIVE

AdjustedOperatingIncome

AdjustedSales

FreeCash Flow

50% Performance-BasedRestricted Stock Units

Three-YearAdjusted

EPS50%ROIC 50%

30% Time Vesting Stock Options20% Time Vesting RSUs

IndividualObjectives

40%

25%

10%

25%

Percentage of Variable NEO Compensation At RiskThe charts below highlight the significant percentage of the CEO’s compensation and the average compensation of

our other named executive officers (“NEOs”) as a group for fiscal 2018 that is variable and at risk.

13%24%

17%59%

Salary and Other

Annual Cash Incentive

Equity Awards

87% - Total At Risk - 76%

CEO All Other NEOs

16%

71%Total At Risk

7

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VOTING MATTERS AND BOARD RECOMMENDATIONS

Proposal Board’s Recommendation

Proposal 1. Election of 10 Director Nominees (page 9) FOR Each Director Nominee

Proposal 2. Ratification of KPMG LLP as Independent Registered Public

Accounting Firm for 2019 (page 26) FOR

Proposal 3. Advisory Approval of Executive Compensation (page 29) FOR

2019 ANNUAL MEETING OF SHAREHOLDERS

Date and Time: Wednesday, January 30, 2019 at 10:00 am EST

Record Date: December 7, 2018

Place: The Rittenhouse Hotel, 210 W. Rittenhouse Square, Philadelphia, PA 19103

8

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Corporate Governance Matters

PROPOSAL NO. 1 — ELECTION OF DIRECTORS

PROPOSAL SUMMARY

What Are You Voting On?We are asking our shareholders to elect 10 director nominees listed below to serve on the Board for a one-year

term. Information about the Board and each director nominee is included in this section.

Voting RecommendationThe Board recommends that you vote “FOR” each director nominee listed below. After consideration of the

individual qualifications, skills and experience of each of our director nominees and his or her prior contributions

to the Board, it believes a Board composed of the 10 director nominees would be well-balanced and effective.

The Board, upon recommendation from the Nominating and Corporate Governance Committee (the

“Nominating Committee”), has nominated 10 directors for election at the Annual Meeting. Each of the directors

elected at the annual meeting will hold office until the annual meeting of shareholders to be held in 2020 or until

his or her successor has been elected and qualified, or until his or her earlier death, resignation, removal or

disqualification. Each of the 10 director nominees currently serves as a member of the Board of Directors.

Unless contrary instructions are given, the shares represented by a properly executed proxy will be voted“FOR” each of the director nominees presented below. If, at the time of the meeting, one or more of the

director nominees has become unavailable to serve, shares represented by proxies will be voted for the

remaining director nominees and for any substitute director nominee or nominees designated by the Board of

Directors, unless the size of the Board is reduced. The Board knows of no reason why any of the director

nominees will be unavailable or unable to serve. Proxies cannot be voted for a greater number of persons than

the director nominees listed.

The Board of Directorsrecommends a vote “FOR”each nominee for director

9

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DIRECTOR NOMINEESThe following information describes certain information regarding our director nominees as of December 21, 2018.

Director Nominee Composition

TENURE DIVERSITY

50s0

1

2

3

5

4

6

7

60s

AGE

Average Tenure4 yrs. 3 Women / 2 Ethnically Diverse

5

4

1

1-3 years

4-6 years

7+ years

Diversity

40%

Director Nominee Skills, Experience, and BackgroundThe Board regularly reviews the skills, experience, and background that it believes are desirable to be represented on

the Board and, in conjunction with the Board’s refreshment process described below, has recently re-evaluated these

skills and qualifications to better align with the Company’s strategic vision and business and operations. The following

is a description of some of these skills, experience, and background:

Strategic LeadershipExperience driving strategic direction and growth of anorganization

Operations Management ExpertiseExperience or expertise in managing the operationsof a business or major organization

Industry BackgroundKnowledge of or experience in one or more of theCompany’s specific industries (e.g., food, facilitiesmanagement, and uniform services)

Public Company Board ServiceExperience as a board member of anotherpublicly-traded company

Financial Acumen & ExpertiseExperience or expertise in financial accounting andreporting or the financial management of a majororganization

Corporate Finance & M&A ExperienceExperience in corporate lending or borrowing, capitalmarkets transactions, significant mergers oracquisitons, private equity, or investment banking

Senior Management LeadershipExperience serving in a senior leadership role of amajor organization (e.g., Chief Financial Officer,General Counsel, President, or Division Head)

Technology Background or ExpertiseExperience or expertise in information technology orthe use of digital media or technology to facilitatebusiness objectives

CEO LeadershipExperience serving as the Chief Executive Officer of amajor organization

International ExperienceExperience doing business internationally

10

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The following is a summary of some of the skills, experience, and background that our director nominees bring to the

Board:

SKILLS, EXPERIENCE AND BACKGROUND

100%

60%

100%

70%

50%

50%

90%

30%

50%

90%

STRATEGIC LEADERSHIP

CORPORATEFINANCE & M&A

EXPERIENCE

SENIORMANAGEMENT

LEADERSHIP

INTERNATIONALEXPERIENCE

TECHNOLOGYBACKGROUNDOR EXPERTISE

FINANCIAL ACUMEN & EXPERTISE

PUBLIC COMPANYBOARD SERVICE

INDUSTRYBACKGROUND

CEOLEADERSHIP

OPERATIONSMANAGEMENTEXPERTISE

10Director

Nominees

11

5912_TXT.pdf 17

Eric J. Foss Director since: 2012 Age: 60

Experience Highlights:CEO Leadership, StrategicLeadership, OperationsManagement Expertise, Public Company BoardService

Non-IndependentDirector

Aramark Committees:None

Other Public Boards:CIGNA Corporation

Biography: Eric J. Foss has been our Chairman of the Board since February

2015 and our President and Chief Executive Officer (“CEO”) since May 2012.

Before joining us, Mr. Foss served as Chief Executive Officer of Pepsi

Beverages Company from February 2010 until December 2011. Prior to that,

Mr. Foss served as Chairman and Chief Executive Officer of The Pepsi

Bottling Group from 2008 to 2010; President and Chief Executive Officer

from 2006 to 2007; and Chief Operating Officer from 2005 to 2006.

Mr. Foss serves on the board of CIGNA Corporation and previously served

on the board of UDR, Inc. Mr. Foss also serves on the board of directors of

privately-held Catalyst Inc.

Skills & Qualifications: Having served as our CEO since May 2012,

Mr. Foss’s extensive knowledge of the Company and its wide-ranging

operations are invaluable to the Board. In addition, Mr. Foss’s experience

on strategic and operational matters that he obtained prior to joining

Aramark as a public company Chief Executive Officer is greatly valued by

the Board. Mr. Foss also brings to the Board a long career focused on

retail strategies and consumer preference matters.

Chairman, President and Chief Executive Officer, Aramark

Pierre-Olivier Beckers-Vieujant Director since: 2015 Age: 58

Experience Highlights:CEO Leadership – Former,Industry Experience,Operations ManagementExpertise, InternationalExperience

Independent Director

Aramark Committees:Audit & CorporatePractices; Nominating& Corporate Governance

Other Public Boards:The D’Ieteren Group

Honorary President and Chief Executive Officer, Delhaize Group

Biography: Pierre-Olivier Beckers-Vieujant most recently served as

President and Chief Executive Officer of Delhaize Group, an international

food retailer, from January 1999 until November 2013 and prior to that held

numerous positions with that company since 1983. He currently serves on

the board of directors of The D’Ieteren Group. Mr. Beckers-Vieujant

previously served as a director of Delhaize America, Inc. and Delhaize

Belgium. He has been President of the Belgian Olympic Interfederal

Committee since December 2004 and was elected to the International

Olympic Committee in July 2012, where he holds various key positions.

Mr. Beckers-Vieujant also serves as a director of the privately-held Bata

Shoe Company. Mr Beckers is also the founder and managing director of a

private equity company investing in early-stage companies.

Skills & Qualifications: Mr. Beckers-Vieujant has over 20 years of

experience internationally and in the U.S., bringing valuable experience to

the Board from his years leading an employee-intensive business in the

food industry. A former public company Chief Executive Officer,

Mr. Beckers-Vieujant brings important leadership insights and strategic

perspective to the Board.

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Experience Highlights:Senior ManagementLeadership, HumanResources Experience,Strategic Leadership,Operations ManagementExpertise

Aramark Committees:Compensation & HumanResources; Nominating &Corporate Governance


Other Public Boards:None

Lisa G. Bisaccia Director since: 2016 Age: 62

Executive Vice President and Chief Human Resources Officer, CVS HealthCorporation

Biography: Lisa G. Bisaccia has been Executive Vice President and Chief

Human Resources Officer for CVS Health Corporation since 2015. From 2010

to 2015, Ms. Bisaccia served as Senior Vice President and Chief Human

Resources Officer for CVS Health Corporation. Prior to that, Ms. Bisaccia

served as Vice President, Human Resources, Retail division of CVS from

2008 to 2009 and Vice President, Compensation, Benefits and HR Opera-

tions/Technology from 2004 to 2008. Prior to joining CVS, Ms. Bisaccia was

with Fleetboston Financial Corporation serving in various compensation and

benefits roles.

Skills & Qualifications: Ms. Bisaccia’s significant experience in human

resources, in particular in a high headcount business, has been an excellent

addition to the Board. Ms. Bisaccia’s strategic and operations leadership

also is of great value to the Board.

Experience Highlights:Operations ManagementExpertise, SeniorManagement Leadership,Strategic Leadership,Public Company BoardService

Aramark Committees:Compensation & HumanResources; Finance


Other Public Boards:Cardinal Health, Inc.,Target Corporation

Calvin Darden Director since: 2018 Age: 68

Former Senior Vice President, U.S. Operations, United Parcel Service, Inc.

Biography: Calvin Darden had a 33-year career with United Parcel Service,

Inc. where he served in a variety of senior leadership roles. From 1995 to

2005, Mr. Darden served as Senior Vice President, U.S. Operations of UPS.

From 2015 to 2018, Mr. Darden served as Chief Executive Officer and

Chairman of Darden Petroleum & Energy Solutions, LLC, a national distribu-

tor and regional provider of refined petroleum products and bio fuels that

he founded. Mr. Darden currently serves as a director of Target Corporation

and Cardinal Health, Inc. Mr. Darden served on the board of directors of

Coca-Cola Enterprises, Inc. (now known as Coca-Cola European

Partners Plc) from 2004 to 2016.

Skills & Qualifications: Mr. Darden’s expertise in supply chain networks,

logistics and other operational matters is highly valuable to the Board. In

addition, Mr. Darden’s senior management experience for many years in a

high-headcount business with a significant customer service element

provides important insights to the Board. Mr. Darden’s service on a number

of public company boards is also valuable to the Board as it relates to

governance and similar matters.

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Richard W. Dreiling Director Since: 2016 Age: 65

Former Chairman and Chief Executive Officer, Dollar General Corporation

Biography: Richard Dreiling is the former Chairman and Chief Executive Officer of

Dollar General Corporation, serving as Chief Executive Officer from January 2008

until June 2015 and Chairman of the board of directors from December 2008 until

January 2016. Before joining Dollar General, Mr. Dreiling served as Chief Executive

Officer, President and a director of Duane Reade Holdings, Inc. and Duane Reade

Inc., from November 2005 until January 2008, and as Chairman of the Board of

Duane Reade from March 2007 until January 2008. Prior to that, Mr. Dreiling,

beginning in March 2005, served as Executive Vice President — Chief Operating

Officer of Longs Drug Stores Corporation, an operator of a chain of retail drug stores

on the West Coast and Hawaii, after having joined Longs in July 2003 as Executive

Vice President and Chief Operations Officer. From 2000 to 2003, Mr. Dreiling served

as Executive Vice President — Marketing, Manufacturing and Distribution at Safeway,

Inc. Prior to that, Mr. Dreiling served from 1998 to 2000 as President of Vons, a

southern California food and drug division of Safeway. Mr. Dreiling is a director of

Kellogg Company, Lowe’s Companies, Inc., where he serves as Chairman, and

PulteGroup, Inc.

Experience Highlights:CEO Leadership –Former, StrategicLeadership, OperationsManagement Expertise,Public Company BoardService


Aramark Committees:Compensation & HumanResources; Finance

Other Public Boards:Kellogg Company, Lowe’sCompanies, Inc.,PulteGroup, Inc.

Skills & Qualifications: Mr. Dreiling’s over 40 years of retail industry

experience at all operating levels has added significant value to the Board.

Mr. Dreiling has served as Chief Executive Officer of a large public company

and brings to the Board very valuable insight and leadership attributes as a

result of that experience.

Irene M. Esteves Director since: 2015 Age: 59

Former Chief Financial Officer, Time Warner Cable Inc.

Experience Highlights:Senior ManagementLeadership, FinancialAcumen & Expertise,Corporate Finance & M&A,Strategic Leadership


Aramark Committees:Audit & CorporatePractices; Finance (Chair)

Other Public Boards:KKR Real Estate FinanceTrust Inc., R.R. Donnelley& Sons Company andSpirit AeroSystemsHoldings Inc.

Biography: Irene M. Esteves most recently served as Chief Financial

Officer of Time Warner Cable Inc. from July 2011 to May 2013. She

previously served as Executive Vice President and Chief Financial Officer of

XL Group plc. Prior to that, Ms. Esteves was Senior Vice President and

Chief Financial Officer of Regions Financial Corporation. She currently

serves as a director of KKR Real Estate Finance Trust Inc., R.R. Donnelley &

Sons Company, and Spirit AeroSystems Holdings Inc. and previously

served as a director of Level 3 Communications, Inc. and tw telecom inc.

Skills & Qualifications: Ms. Esteves’ experience as a public company CFO

and her over 20 years of experience overseeing global finance, risk

management, and corporate strategy for U.S. and multi-national companies

make her well qualified to serve on the Board. The Board has determined

Ms. Esteves to be an audit committee financial expert and her accounting

experience and skills are important to the Company.

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Former Executive Vice President and Chief Financial Officer,The Clorox Company

Daniel J. Heinrich Director since: 2013 Age: 62

Experience Highlights:Senior ManagementLeadership, FinancialAcumen & Expertise,Corporate Finance & M&APublic Company BoardServiceIndependent Director

Aramark Committees:Audit & CorporatePractices (Chair);Finance

Other Public Boards:Edgewell Personal Care,Inc., Ball Corporation

Biography: Daniel J. Heinrich most recently served as Executive Vice President and

Chief Financial Officer at The Clorox Company from June 2009 to November 2011. He

started with Clorox in 2001 as Vice President and Controller, was promoted to Vice

President and Chief Financial Officer in 2004, and then was named Senior Vice

President and Chief Financial Officer. Prior to joining Clorox, Mr. Heinrich held several

executive roles including Senior Vice President and Treasurer of Transamerica

Finance Corporation; Senior Vice President, Controller and Treasurer of Granite

Management Corporation; Senior Vice President, Controller and Chief Accounting

Officer of First Nationwide Bank; and at Ernst & Young LLP as a Senior Audit

Manager. Mr. Heinrich serves as a director of Edgewell Personal Care, Inc. (formerly

Energizer Holdings, Inc.), Ball Corporation, and privately-held E. & J. Gallo Winery.

Skills & Qualifications: The Board greatly values Mr. Heinrich’s extensive financial

and business background and his tenure as a public company CFO. The Board has

determined Mr. Heinrich to be an audit committee financial expert and his

accounting experience and skills are important to the Company. In addition, Mr.

Heinrich brings to the Board significant experience on information technology

issues.

Experience Highlights:Senior ManagementLeadership, TechnologyBackground andExpertise, OperationsManagement Expertise


Aramark Committees:Audit & CorporatePractices; Finance

Other Public Boards:Splunk, Inc.

Patricia B. Morrison Director since: 2017 Age: 59

Biography: Patricia B. Morrison most recently served as the Executive Vice

President of Customer Support Services and Chief Information Officer of

Cardinal Health, Inc. from August 2009 until August 2018. Prior to joining

Cardinal Health, Ms. Morrison was Chief Executive Officer of Mainstay

Partners, a technology advisory firm, from 2008 to 2009. Previously, Ms.

Morrison was Executive Vice President and Chief Information Officer for

Motorola, where she oversaw all strategic, operational and financial aspects

of the company’s information technology architecture, systems, tools,

processes and infrastructure. Earlier in her career Ms. Morrison held the role

of Chief Information Officer with GE Electrical Distribution. After four years

with GE, she was the Chief Information Officer at Quaker Oats which was

later acquired by PepsiCo in 2001. Ms. Morrison currently serves on the

board of directors of Splunk, Inc.

Former Executive Vice President, Customer Support Services & ChiefInformation Officer, Cardinal Health, Inc.

Skills & Qualifications: Ms. Morrison has broad expertise in managing

complex, multi-business shared services. A respected and experienced

technology professional, Ms. Morrison is recipient of the Fisher-Hopper Prize

for Lifetime Achievement in CIO Leadership. Ms. Morrison brings valuable

information technology expertise, including on cybersecurity matters, and

shared services experience to the Board.

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John A. Quelch Director since: 2016 Age: 67

Experience Highlights:Senior ManagementLeadership, StrategicLeadership, InternationalExperience, PublicCompany Board Service


Aramark Committees:Audit & Corporate Practices; Nominating &Corporate Governance

Other Public Boards:

Vice Provost, University of Miami, Dean, Miami Business Schooland Leonard M. Miller University Professor

None

Biography: John A. Quelch has been Dean of the Miami Business School

and Vice Provost at the University of Miami since July 2017. From January

2013 until June 2017, Dr. Quelch was the Charles Edward Wilson Professor

of Business Administration at the Harvard Business School and professor in

Health Policy and Management at the Harvard School of Public Health. From

February 2011 until January 2013, Dr. Quelch served as Dean, Vice President

and Distinguished Professor of International Management at the China

Europe International Business School in Shanghai. From July 2001 through

January 2011, he was the Professor and Senior Associate Dean at the

Harvard Business School. From July 1998 through June 2001, he was the

Dean of the London Business School. Dr. Quelch previously served as a

director of Alere Inc., Propel Media, Inc., and WPP plc. Dr. Quelch also serves

on the board of directors of privately-held Luvo, Inc.

Skills & Qualifications: Dr. Quelch’s international business experience and

academic credentials have been an excellent addition to the Board. In

particular, Dr. Quelch’s work in the areas of marketing and strategic thought

have been a valuable asset. An expert in public health, Dr. Quelch provides

important insights on public health matters affecting the Company or its

business.

Experience Highlights:CEO Leadership –Former, OperationsManagement Expertise,Strategic Leadership,Public Company BoardService


Aramark Committees:Compensation & HumanResources (Chair);Nominating & CorporateGovernance; Stock

Other Public Boards:Colgate-PalmoliveCompany, Park Hotels &Resorts Inc., Movado, Inc.

Former Chairman and Chief Executive Officer, Saks Incorporated

Stephen I. Sadove Director since: 2013 Age: 67

Biography: Stephen I. Sadove is currently head of Stephen Sadove & Associates and

a founding partner of JW Levin Management Partners. He served as Chief Executive

Officer of Saks Incorporated from 2006 until November 2013 and Chairman and CEO

from May 2007 until November 2013. He was Chief Operating Officer of Saks from

2004 to 2006. Prior to joining Saks in 2002, Mr. Sadove was with Bristol-Myers

Squibb Company from 1991 to 2002, first as President, Clairol from 1991 to 1996, then

President, Worldwide Beauty Care from 1996 to 1997, then President, Worldwide

Beauty Care and Nutritionals from 1997 to 1998, and finally, Senior Vice President and

President, Worldwide Beauty Care. He was employed by General Foods Corporation

from 1975 to 1991 in various managerial roles, most recently as Executive Vice

President and General Manager, Desserts Division from 1989 until 1991. Mr. Sadove

currently serves as a director of Colgate-Palmolive Company, Park Hotels & Resorts

Inc. and Movado, Inc. and previously served as a director of Ruby Tuesday, Inc. and

J.C. Penney Company, Inc. Mr. Sadove also serves as the chairman of the board of

trustees of Hamilton College.

Skills & Qualifications: Mr. Sadove’s extensive knowledge of financial and opera-

tional matters in the retail industry, including as to technology matters, and his

experience as a public company Chief Executive Officer are highly valuable to the

Board. In addition, Mr. Sadove’s service on a number of public company boards

provides important insights to the Board on governance and similar matters.

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CORPORATE GOVERNANCE

Board Structure and LeadershipThe Board manages or directs the business and affairs of the Company, as provided by Delaware law, and conducts

its business through meetings of the Board and five standing committees: the Audit and Corporate Practices

Committee (the “Audit Committee”), the Compensation Committee, the Nominating Committee, the Finance

Committee and the Stock Committee. The Board is currently led by Mr. Foss, our Chairman, President and Chief

Executive Officer.

The Board, upon the recommendation of the Nominating Committee, has determined that, at this time, combining the

positions of Chairman and Chief Executive Officer as part of a governance structure that includes a lead independent

director (the “Lead Director”) is the best board organization for Aramark. Aramark has a strong and effective Board

that works very well together and 9 of the 10 Board nominees, if elected, will be independent directors. The Board’s

committees are composed solely of, and chaired by, independent directors. Our independent directors meet at each

regularly scheduled Board meeting in separate executive sessions, without Mr. Foss present, chaired by the Lead

Director.

The role of the Lead Director is to: (i) preside at all meetings of the Board at which the Chairman and Chief Executive

Officer is not present, including executive sessions, (ii) in collaboration with the Chairman and Chief Executive Officer,

establish agendas and materials for Board meetings, and in consultation with other directors, establish agendas for

executive sessions, (iii) serve as principal liaison between the independent directors and the Chairman and Chief

Executive Officer (however, all independent directors are encouraged to communicate directly with the Chairman),

(iv) call meetings of independent directors, (v) if requested by shareholders, ensure that he is available for

consultation and direct communication, (vi) with the Chairman of the Nominating Committee, if applicable,

participate in the Board’s annual self-evaluation and provide Board-related performance feedback to the Chairman

and Chief Executive Officer, (vii) with the Chairman of the Compensation Committee, participate in the annual

discussion of the Chairman and Chief Executive Officer’s performance feedback and leadership succession and

(viii) perform other duties as the Board may specify on a situational basis.

Aramark’s strong Board, with a proactive Lead Director and independent committee chairs, ensures that the Board,

and not the Chairman alone, determines the Board’s areas of focus. The Chairman is guided by the strong

independent directors, including the Lead Director. In addition, having the Chief Executive Officer also serve as

Chairman creates a bridge to management that helps provide the Board with the management support that it needs.

As discussed in our Board letter, Mr. Mehra, the current Lead Director, is not standing for re-election at the Annual

Meeting. In light of this, the Board has elected Mr. Sadove as the Lead Director, effective at the time of the Annual

Meeting.

Director Independence and Independence DeterminationsUnder our Corporate Governance Guidelines and NYSE rules, a director is not independent unless the Board

affirmatively determines that he or she does not have a direct or indirect material relationship with the Company or

any of its subsidiaries.

The Board has established guidelines of director independence to assist it in making independence determinations,

which conform to the independence requirements in the NYSE listing standards. In addition to applying these

guidelines, which are set forth in our Corporate Governance Guidelines (which may be found on the Corporate

Governance page of the Investor Relations section on our website at www.aramark.com), the Board will consider all

relevant facts and circumstances in making an independence determination. Our Corporate Governance Guidelines

provide that none of the following relationships will disqualify any director or nominee from being considered

“independent” and such relationships will be deemed to be an immaterial relationship with Aramark:

• A director’s or a director’s immediate family member’s ownership of five percent or less of the equity of an

organization that has a relationship with Aramark;

• A director’s service as an executive officer or director of or employment by, or a director’s immediate family

member’s service as an executive officer of, a company that makes payments to or receives payments from

Aramark for property or services in an amount which, in any fiscal year, is less than the greater of $1 million or two

percent of such other company’s consolidated gross revenues; or

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• A director’s service as an executive officer of a charitable organization that received annual contributions from

Aramark and its Foundation that have not exceeded the greater of $1 million or two percent of the charitable

organization’s annual gross revenues (Aramark’s automatic matching of employee contributions will not be

included in the amount of Aramark’s contributions for this purpose).

The policy of the Board is to review the independence of all directors at least annually. The Nominating Committee

undertook its annual review of director independence and made a recommendation to the Board of Directors

regarding director independence. In making its independence determinations, the Nominating Committee and the

Board considered various transactions and relationships between Aramark and the directors or between Aramark

and certain entities affiliated with a director. The Nominating Committee and the Board considered that each of

Mr. Quelch and Mses. Bisaccia and Morrison are or were employed by organizations that do business with Aramark,

where each of such transactional relationships was for the purchase or sale of goods and services in the ordinary

course of Aramark’s business, and the amount received by Aramark or such company in each of the previous three

years did not exceed the greater of $1 million and 1% of either Aramark’s or such organization’s consolidated gross

revenues. As a result of this review, the Board affirmatively determined that each of Messrs. Beckers-Vieujant,

Darden, Dreiling, Heinrich, Mehra, Quelch and Sadove, Mses. Bisaccia, Esteves and Morrison is independent under the

guidelines for director independence set forth in our Corporate Governance Guidelines and for purposes of

applicable NYSE standards. In addition, at the committee level, the Board has also determined that each member of

the Audit Committee is “independent” for purposes of Rule 10A-3 of the Securities Exchange Act of 1934, as

amended (the “Exchange Act”), each member of the Compensation Committee and Stock Committee is independent

for purposes of applicable NYSE standards and that each member of the Stock Committee also qualifies as an

outside director for purposes of Section 162(m) under the Internal Revenue Code and as a non-employee director for

purposes of Section 16 of the Exchange Act.

Board AssessmentThe Board is focused on enhancing its performance through a rigorous assessment process of the effectiveness of

the Board and its committees in order to increase shareholder value. We have designed our Board evaluation process

to solicit input and perspective from all of our directors on various matters, including:

• the effectiveness of the Board and its operations;

• the Board’s leadership structure;

• board composition, including the directors’ capabilities, experiences and knowledge;

• the quality of Board interactions; and

• the effectiveness of the Board’s committees.

As set forth in its charter, the Nominating Committee oversees the Board and committee evaluation process.

Annually, the Chairman, President and Chief Executive Officer, the Lead Director and the Nominating Committee

determine the appropriate form of evaluation and consider the design of the process to ensure it is both meaningful

and effective. In 2017, the Board engaged an independent third party to assist with the evaluation of the Board and

the Audit, Compensation, Nominating and Finance Committees and intends to do so in the future from time to time.

In 2018, the Board conducted an internal follow-up process based on the assessment of the third party in the prior

year. As a result of this Board assessment process, the Board is satisfied that it and the committees are operating

effectively to carry out their responsibilities and achieve the right balance between oversight of the business and

involvement in management operations.

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Board Committees and MeetingsThe Board held seven meetings during fiscal 2018. During fiscal 2018, each director attended at least 75% of the

aggregate of all Board meetings and all meetings of committees on which he or she served, in each case with respect

to the portion of fiscal 2018 that they each served. All Aramark directors standing for election are expected to attend

the annual meeting of shareholders and all of the directors standing for election attended the 2018 Annual Meeting.

Each of our five standing committees operates under a written charter approved by the Board. The charters of each

of our standing committees are available in the Investor Relations section of our website at www.aramark.com.

The current composition of each Board committee is set forth below:

DirectorAudit

Committee*Compensation

CommitteeFinance

CommitteeNominatingCommittee

StockCommittee

Eric J. Foss

Pierre-Olivier Beckers-Vieujant X X

Lisa G. Bisaccia X X

Calvin Darden X X

Richard W. Dreiling X X X

Irene M. Esteves X#@ Chair

Daniel J. Heinrich Chair# X

Sanjeev K. Mehra, Lead Director X Chair

Patricia B. Morrison X X

John A. Quelch X X

Stephen I. Sadove Chair X X

Meetings in 2018 9 6 6 5

# Qualifies as an “audit committee financial expert” as such term is defined in Item 407(d)(5) of Regulation S-K

* All members of the Audit Committee are financially literate within the meaning of the NYSE listing standards

@ Ms. Esteves currently serves on the audit committee of three other public companies. The Board has determined that the simultaneous service by

Ms. Esteves on the audit committee of three additional public companies would not impair her ability to effectively serve on the Audit and

Corporate Practices Committee.

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Committee Responsibilities

Audit and Corporate PracticesCommittee

• Prepares the audit committee report required by the U.S. Securities and

Exchange Commission (the “SEC”) to be included in our proxy statement

• Assists the Board in overseeing and monitoring the quality and integrity of

our financial statements

• Oversees the Company’s management of enterprise risk and monitors our

compliance with legal and regulatory requirements

• Oversees the work of the internal auditors and the qualifications,

independence, and performance of our independent registered public

accounting firm

Compensation and HumanResources Committee

• Sets our compensation program and compensation of our executive

officers and directors

• Monitors our incentive and equity-based compensation plans and reviews

our contribution policy and practices for our retirement benefit plans

• Prepares the compensation committee report required to be included in

our proxy statement under the rules and regulations of the SEC

Nominating and CorporateGovernance Committee

• Identifies individuals qualified to become new members of the Board,

consistent with criteria approved by the Board of Directors

• Reviews the qualifications of incumbent directors to determine whether to

recommend them for reelection and selecting, or recommending that the

Board select, the director nominees for the next annual meeting of

shareholders

• Identifies Board members qualified to fill vacancies on any Board

committee and recommends that the Board appoint the identified

member or members to the applicable committee

• Reviews and recommends to the Board applicable corporate governance

principles

• Oversees the evaluation of the Board and, to the extent not considered by

another committee, management, and handles such other matters that are

specifically delegated to the Committee by the Board from time to time

Finance Committee • Reviews our long-term business and financial strategies and plans

• Reviews with management and recommends to the Board our overall

financial plans, including capital expenditures, acquisitions and divestitures,

securities issuances, incurrences of debt and the performance of our

retirement benefit plans and recommends to the Board specific

transactions involving these matters

• Approves certain financial commitments and acquisitions and divestitures

by the Company up to specified levels

Stock Committee • Authorized by the Board to administer or grant approvals under our equity

and incentive compensation plans and to approve specific equity

transactions or incentive awards involving our officers and directors and

the Company

• Approves performance targets under our Senior Executive Bonus Plan and

equity compensation plans.

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Oversight of Risk ManagementAramark’s management is responsible for day-to-day risk management activities. The Board, acting directly and

through its committees, is responsible for the oversight of Aramark’s risk management.

Our Audit Committee periodically reviews our accounting, reporting and financial practices, including the integrity of

our financial statements, the surveillance of administrative and financial controls and our compliance with legal and

regulatory requirements. In addition, our Audit Committee reviews risks related to compliance with ethical standards,

including our Business Conduct Policy, the Company’s approach to enterprise risk management and operational risks,

including those related to information security and system disruption. With respect to cybersecurity, the Audit

Committee monitors Aramark’s cybersecurity risk profile, receives periodic updates from management on all matters

related to cybersecurity and reports out to the full Board. Through its regular meetings with management, including

the accounting, finance, legal, information technology and internal audit functions, our Audit Committee reviews and

discusses the risks related to its areas of oversight and reports to the Board with regard to its review. Our Finance

Committee focuses on financial risks associated with the Company’s capital structure and acquisitions and

divestitures that the Company is considering. Our Compensation Committee oversees compensation-related risk

management, as discussed further in this proxy statement under “Compensation Matters-Compensation Discussion

and Analysis-Compensation Risk Disclosure.” Our Nominating Committee oversees risks associated with board

structure and other corporate governance policies and practices. Our Finance, Compensation and Nominating

Committees also regularly report their findings to the Board.

Our Chief Executive Officer and other executive officers regularly report to the non-executive directors and the

Audit, the Compensation, the Nominating and the Finance Committees to ensure effective and efficient oversight of

our activities and to assist in proper risk management and the ongoing evaluation of management controls. In

addition, the Board receives periodic detailed operating performance reviews from management. Our vice president

of internal audit reports functionally and administratively to our chief financial officer and directly to the Audit

Committee. We believe that the leadership structure of the Board provides appropriate risk oversight of our

activities.

SustainabilityThe Board oversees and supports Aramark’s sustainability goals. Aramark’s focus is on initiatives that engage our

employees, enable wellbeing, minimize our environmental impact and build local communities. Our approach is

deliberate – to foster growth and longevity and to create long-term stakeholder value by considering every

dimension of how our Company operates – ethical, economic, and environmental. Aramark strives to create

meaningful experiences and to make the world a better place for our associates, clients, consumers, communities and

the environment.

We are fostering a culture of purpose. One that empowers employee volunteerism, addresses food insecurity in our

communities, leverages plant-forward menus to improve health and minimize our environmental footprint and scales

environmental commitments and social practices. Using these objectives as guideposts, we are focused on

developing solutions, approaches and commitment that align with our mission. Our core beliefs guide behavior,

influence strategy and help the Company look holistically at issues that mean the most to our stakeholders.

As a global company, we connect with millions of people every day. Our size and reach affords us the opportunity to

influence purchase decisions, educate consumers and minimize environmental impacts in hundreds of locations and

local communities around the world. Taking our mission very seriously, we want to add our mission and purpose to

our business practices, ensuring we are not only operating effectively but also generating outcomes and seeking new

and innovative ways to enhance our practices. We want to improve our own operations, as well as offer our expertise

to thousands of clients and consumers worldwide. Together we can inspire people to live healthier and to connect

with one another and the world around them.

Management Succession PlanningThe Board’s responsibilities include succession planning for the Chief Executive Officer and other executive officer

positions. The Compensation Committee oversees the development and implementation of our succession plans. At

least once annually, the Chief Executive Officer provides the Board with an assessment of senior managers and their

potential to succeed to the position of Chief Executive Officer. This assessment is developed in consultation with the

Lead Director and the Chair of the Compensation Committee. The Compensation Committee is also responsible for

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follow-up actions with respect to succession planning as may be delegated by the Board from time to time. High

potential executives meet regularly with the members of the Board.

Executive SessionsFrom time to time, and, consistent with our Corporate Governance Guidelines, at least semi-annually, the Board

meets in executive session without members of management present. The Lead Director presides at these executive

sessions.

Code of ConductWe have a Business Conduct Policy that applies to all of our directors, officers and employees, including our principal

executive officer, principal financial officer and principal accounting officer, which is available on the Investor

Relations section of our website at www.aramark.com. Our Business Conduct Policy contains a “code of ethics,” as

defined in Item 406(b) of Regulation S-K. We will make any legally required disclosures regarding amendments to, or

waivers of, provisions of our code of ethics on our Internet website.

Committee Charters and Corporate Governance GuidelinesThe charters of the Compensation Committee, the Nominating Committee, the Audit Committee, the Finance

Committee and the Stock Committee and our Corporate Governance Guidelines are available under the Investor

Relations section of our website at www.aramark.com. Please note that all references to our website in this Proxy

Statement are intended to be inactive textual references only.

Copies of our Business Conduct Policy, the charters of the Compensation Committee, the Nominating Committee, the

Audit Committee, the Finance Committee and the Stock Committee and our Corporate Governance Guidelines also

are available at no cost to any shareholder who requests them by writing or telephoning us at the following address

or telephone number:

Aramark

2400 Market Street


Attention: Investor Relations

Telephone: (215) 409-7287

Director Nomination ProcessThe Nominating Committee does not set specific, minimum qualifications that directors must meet in order for the

Nominating Committee to recommend them to the Board. Rather, it believes that each director and director

candidate should be evaluated based on his or her individual merits, taking into account Aramark’s needs and the

composition of the Board. In nominating a slate of directors, the Nominating Committee’s objective is to select

individuals with skills and experience that can be of assistance in operating our business. All candidates are evaluated

in the same manner regardless of who recommended such candidate for nomination. When reviewing the

qualifications of potential director candidates, the Nominating Committee considers:

• whether individual directors possess the following personal characteristics: integrity, education, accountability,

business judgment, business experience, reputation and high performance standards, and

• all other factors it considers appropriate, which may include accounting and financial expertise; industry

knowledge; corporate governance background; executive compensation background; strategic leadership

experience; senior management experience; prior public company board service; international experience or

background; age, gender and ethnic and racial background; civic and community relationships; existing

commitments to other businesses; potential conflicts of interest with other pursuits; legal considerations, such as

antitrust issues; and the size, composition and combined expertise of the existing Board.

The Board believes that, as a whole, it should strive to possess the following core competencies: accounting and

finance, management, crisis response, industry knowledge, international leadership and strategy/vision, among

others. While the Board does not have a formal policy with regard to diversity, the Nominating Committee and the

Board strive to ensure that the Board is composed of individuals who together possess a breadth and depth of

experience relevant to the Board’s oversight of Aramark’s business and strategy. The Company’s Corporate

Governance Guidelines provide that, except as may be approved by the Nominating Committee, no person may

serve as a non-employee director if he or she would be 75 years or older at the commencement of such term as a

director.

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Proxy AccessIn August 2017, the Board approved an amendment and restatement of the Company’s By-laws to implement proxy

access. Our By-laws, as amended, permit a shareholder, or a group of up to 20 shareholders, that has continuously

owned for three years at least 3% of the Company’s outstanding common shares, to nominate and include in the

Company’s annual meeting proxy materials up to the greater of two directors or 20% of the number of directors

serving on the Board, provided that the shareholder(s) and the nominee(s) satisfy the requirements specified in our

By-laws. For further information regarding submission of a director nominee using the Company’s proxy access

By-law provision, see “General Information – 2020 Annual Shareholders Meeting – How can I nominate a director or

submit a Shareholder proposal for the 2020 Annual Meeting of Shareholders?”.

Board RefreshmentThe Board and the Nominating Committee regularly consider the long-term make up of our Board and how the

members of our Board change over time. The Board and Nominating Committee also consider the skills, experience,

and backgrounds needed for the Board as our business and the industries and sectors in which we do business

evolve. The Board and Nominating Committee also understand the importance of Board Refreshment and aim to

strike a balance between the knowledge that comes from longer-term service on the Board with the new experience,

ideas and energy that can come from adding directors to the Board. Assuming the election of this year’s proposed

director nominees, since the Company’s initial public offering, and in connection with the exit of the private equity

sponsors, we will have added 7 new independent directors to the Board and have had 7 directors step down or not

stand for re-election. We believe the average tenure for our director nominees of approximately 4 years reflects the

new and independent Board that is well-positioned to continue the Company’s growth as a public company.

HOW WE THINK ABOUTBOARD REFRESHMENT:

+ Skills, Expertise & Experience

+ Retirement Age

+ Annual Board Evaluation

= Board Evolution

Since IPOBOARD REFRESHMENT

NewDirectors

Elected

WomenDirectors

Elected

EthnicallyDiverse Directors

Elected

IndependentDirectors

Added

7 3 2 7

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DIRECTOR COMPENSATION

Annual Cash Compensation for Board ServiceIn fiscal 2018, each non-employee director received compensation at an annual rate of $100,000 for service on the

Board, payable quarterly in arrears. The Lead Director was eligible to receive an additional annual retainer of

$50,000, and the chairpersons of the Audit Committee, Compensation Committee, Nominating Committee and

Finance Committee were eligible to receive an additional annual retainer of $20,000, provided, in each case, that

such committee chairperson was a non-employee director. Directors who join the Board during the fiscal year or

serve as a committee chairperson for a portion of the fiscal year receive a prorated amount of the relevant annual

cash compensation.

In 2018, Messrs. Mehra, Heinrich and Sadove and Ms. Esteves each received additional fees for serving as Lead

Director and/or chairing the Nominating, Audit, Compensation or Finance Committee.

Annual Deferred Stock Unit GrantUnder the Company’s current director compensation policy, which has been in effect since January 1, 2016,

non-employee directors are eligible for an annual grant of deferred stock units (“DSUs”) with a value of $160,000 on

the date of the annual meeting of shareholders and directors have the right to elect whether the DSUs granted will

deliver shares on: (i) the vesting date of the DSUs or (ii) the first day of the seventh month after the date the director

ceases to serve on the Board.

In accordance with the director compensation policy, each member of the Board who was not an employee of the

Company received a grant of approximately $160,000 worth of DSUs under the Amended and Restated 2013

Management Stock Incentive Plan (the “2013 Stock Plan”) in January 2018. These DSUs will vest on the day prior to

the Company’s first annual meeting of shareholders that occurs after the grant date, subject to the director’s

continued service on the Board through the vesting date, and will be settled in shares of the Company’s common

stock pursuant to each director’s election as described above. Directors who are appointed to the Board during the

year will be entitled to a prorated grant of DSUs. All DSUs accrue dividend equivalents from the date of grant until

the date of settlement.

Ownership GuidelinesEffective November 11, 2015, the Board of Directors has adopted a minimum ownership guideline, providing that each

director must retain at least five times the value of the annual cash retainer in shares of common stock or DSUs, and

that the required level of ownership be attained five years after the later of the date of approval of the guidelines and

the director’s start date.

Director Deferred Compensation PlanNon-employee directors are able to elect with respect to all or a portion of their cash board retainer fees to (i) to

receive all or a portion of such cash fees in the form of DSUs or (ii) to defer all or a portion of such cash fees under

our 2005 Deferred Compensation Plan. The DSUs that a director elects to receive in lieu of cash fees will be awarded

under our 2013 Stock Plan and will be fully vested on grant and settled in shares of our common stock on the first

day of the seventh month after the director ceases to serve on the Board. Cash amounts that a director elects to

defer under the unfunded 2005 Deferred Compensation Plan are credited at an interest rate based on Moody’s Long

Term Corporate Baa Bond Index rate for October of the previous year, which was 4.32% beginning January 1, 2018.

From October 1, 2017 until December 31, 2017, we credited amounts deferred with an interest rate equal to 4.38%. The

2005 Deferred Compensation Plan permits participants to select a payment date and payment schedule at the time

they make their deferral election, subject to a three-year minimum deferral period. All or a portion of the amount then

credited to a deferral account may be withdrawn, if the withdrawal is necessary in light of a severe financial hardship.

The interest rate for 2005 Deferred Compensation Plan will be adjusted on January 1, 2019, based on the Moody’s

Long Term Corporate Baa Bond Index rate for October 2018 which was 5.07%.

Other BenefitsAll directors are eligible for an annual matching contribution to a college or other non-profit organization in an

amount up to $10,000 and directors are also eligible for matching contributions in an amount up to $10,000 in

response to natural disasters through the Company’s community involvement efforts to the same extent as

employees of the Company.

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Director Compensation Table for Fiscal 2018The following table sets forth compensation information for our non-employee directors in 2018. Mr. Darden joined

the Board of Directors on January 31, 2018.

Name

FeesEarned

or Paid inCash(1) ($)

StockAwards(2)

($)

OptionAwards

($)

Change inPension Value

andNonqualified

DeferredCompensationEarnings(3) ($)

All OtherCompensa-tion(4) ($)

Total($)

Pierre-Olivier Beckers-Vieujant 100,000 160,014 — — 500 260,514

Lisa G. Bisaccia 100,000 160,014 — 437 15,000 275,451

Calvin Darden 66,209 160,014 — 18 — 226,241

Richard W. Dreiling 100,000 160,014 — — — 260,014

Irene M. Esteves 120,000 160,014 — — 10,000 290,014

Daniel J. Heinrich 120,000 160,014 — — 20,641 300,655

Sanjeev K. Mehra 170,000 160,014 — — 2,747 332,761

Patricia B. Morrison 100,000 160,014 — — 10,000 270,014

John A. Quelch 100,000 160,014 — — 10,000 270,014

Stephen I. Sadove 120,000 160,014 — — 20,641 300,655

(1) Includes base director fees at an annual rate of $100,000, as well as a Lead Director fee of at an annual rate of $50,000 for Mr. Mehra and

Committee chairperson fees at an annual rate of $20,000 for each of Messrs. Heinrich, Mehra and Sadove and Ms. Esteves. Mr. Darden’s director fee

was prorated based on the amount of time he served as a director in fiscal year 2018. Messrs. Dreiling, Mehra and Quelch and Ms. Esteves elected to

defer 100% of their cash retainers (inclusive of fees) into DSUs. Ms. Bisaccia and Mr. Darden elected to defer their cash retainers (inclusive of fees)

into the 2005 Deferred Compensation Plan, 100% and 20% respectively.

(2) Represents the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 with respect to the 3,493 DSUs granted on

January 31, 2018 (which had a grant date fair value of $45.81 per DSU). As of the end of fiscal 2018, directors held the following deferred stock units

(including dividend equivalent units), all of which are vested except for those granted on January 31, 2018:

NameDSUs and

EquivalentsName

DSUs andEquivalents

Pierre-Olivier Beckers-Vieujant 17,577 Daniel J. Heinrich 23,745

Lisa G. Bisaccia 17,431 Sanjeev K. Mehra 35,664

Calvin Darden 3,520 Patricia B. Morrison 3,520

Richard W. Dreiling 20,002 John A. Quelch 20,002

Irene M. Esteves 25,060 Stephen I. Sadove 23,745

For additional information on the valuation assumptions and more discussion with respect to the deferred stock units, refer to Note 10 to our

audited consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended September 28, 2018.

(3) Includes amounts earned on deferred compensation in excess of 120% of the applicable federal rate, based upon the above-market return at the

time the rate basis was set.

(4) The following are included in this column:

(a) Charitable contributions of $500 made in the name of or on behalf of Mr. Beckers-Vieujant and $10,000 made in the name of or on behalf of

each of Messrs. Heinrich, Quelch and Sadove and Mses. Bisaccia, Esteves and Morrison in accordance with the Company’s director charitable

contribution matching program. Additionally, includes contributions for disaster relief of $10,000 made in the name of or on behalf of

Messrs. Heinrich and Sadove and $5,000 in the name of or on behalf of Ms. Bisaccia.

(b) The dollar value of dividend equivalents accrued on deferred stock units granted prior to February 5, 2014 (the date the Company

announced the payment of its first quarterly dividend), where dividends were not factored into the grant date fair value required to be

reported for such awards. The total value of dividend equivalents accrued on deferred stock units for the directors during fiscal 2018, in each

case for awards granted prior to February 5, 2014, is as follows: for Mr. Heinrich, $2,574, for Mr. Mehra, $2,747, and for Mr. Sadove, $2,574.

For awards granted on or after February 5, 2014, the value of dividend equivalents allocated to deferred stock units in the form of additional

units with the same vesting terms as the original awards is not included in this column because their value is factored into the grant date fair

value of awards. Additional units awarded in connection with dividend adjustments are subject to vesting and delivery conditions as part of

the underlying awards.

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Audit Committee Matters

PROPOSAL NO. 2 – RATIFICATION OF INDEPENDENT REGISTERED PUBLICACCOUNTING FIRM

PROPOSAL SUMMARY

What Are You Voting On?We are asking our shareholders to ratify the appointment of KPMG LLP (“KPMG”) to serve as the Company’s

independent registered public accounting firm for fiscal 2019, which ends September 27, 2019. Although the

Audit Committee has the sole authority to appoint the Company’s independent registered public accounting

firm, the Audit Committee and the Board submit the selected firm to the Company’s shareholders as a matter of

good corporate governance.

Voting RecommendationThe Board recommends that you vote “FOR” the ratification of the appointment of KPMG as the Company’sindependent registered public accounting firm for fiscal 2019.

The Audit Committee has selected KPMG to serve as the Company’s independent registered public accounting

firm for fiscal 2019. Although action by the shareholders on this matter is not required, the Audit Committee

values shareholder views on the Company’s independent registered public accounting firm and believes it is

appropriate to seek shareholder ratification of this selection. If the shareholders do not ratify the appointment of

KPMG, the selection of the independent registered public accounting firm may be reconsidered by the Audit

Committee. Even if the selection is ratified, the Audit Committee in its discretion may select a different

independent registered public accounting firm at any time of the year if it determines that such a change would

be in the best interests of the Company and its shareholders. The Company has been advised that

representatives of KPMG are scheduled to attend the Annual Meeting, and they will have an opportunity to

make a statement if the representatives desire to do so. It is expected that the KPMG representatives will also

be available to respond to appropriate questions.

The shares represented by your properly executed proxy will be voted “FOR” this proposal, which would beyour vote to ratify the selection of KPMG LLP as our independent registered public accounting firm, unlessyou specify otherwise.

The Board recommends thatyou vote “FOR” theratification of the appointmentof KPMG

The Audit Committee assists the Board in its oversight of the Company’s independent registered public accounting

firm, which assistance includes the responsibility to appoint, compensate, retain, and oversee the firm. The

independent registered public accounting firm reports directly to the Audit Committee. The Audit Committee

reviews the independent registered public accounting firm’s qualifications, independence, and performance at least

annually. In connection with this review, the Audit Committee considers whether there should be a regular rotation of

the independent registered public accounting firm to assure continuing auditor independence. Further, in conjunction

with the mandated rotation of the independent audit firm’s lead engagement partner, the Audit Committee is

involved in the selection of the independent audit firm’s lead engagement partner.

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The Audit Committee has appointed KPMG as the Company’s independent registered public accounting firm for

fiscal 2019. KPMG has served as the Company’s independent registered public accounting firm since 2002. The Audit

Committee believes that the continued retention of KPMG as the Company’s independent registered public

accounting firm is in the best interests of the Company and its shareholders. In addition to KPMG’s independence, the

Audit Committee considered:

• KPMG’s capabilities, expertise, and historical

performance on the Company’s audits;

• KPMG’s compliance with regulations; and

• The effectiveness of KPMG’s processes, including its

quality control, timeliness, and responsiveness and

interaction with management;

• KPMG’s efforts towards efficiency, including with

respect to process improvements and fees.

Benefits of KPMG’s tenure as the Company’s independent registered public accounting firm include:

Increased Audit QualityAfter years of experience as the

Company’s independent auditor, KPMG

has gained institutional knowledge of and

deep expertise in the Company’s global

operations and businesses, accounting

policies and practices, and internal control

over financial reporting that increases the

quality of their audit.

Competitive FeesKPMG’s fees are competitive with their

peers because of their familiarity with

the Company and its businesses.

Avoid Transition to New AuditorEngaging a new independent auditor

would likely result in additional costs

and require a significant time

commitment from management, which

could distract management from its

focus on other areas, such as financial

reporting and internal controls.

FEES TO INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMSet forth below is information relating to the aggregate fees billed by KPMG for professional services rendered for

each of the last two fiscal years as well as a description of each fee category.

Fiscal2017

Fiscal2018

Audit Fees $5,696,880 $7,493,428

Audit-related Fees $ 234,582 $ 311,327

Tax Fees $ 565,450 $ 347,525

All Other Fees $ — $ 25,000

TOTAL $ 6,496,912 $ 8,177,280

Audit fees include the audit of annual financial statements, the review of quarterly financial statements, the

performance of statutory audits, procedures and comfort letters related to registration statements.

Audit-related fees include assurance and related services that were reasonably related to the audit of annual

financial statements and reviews of quarterly financial statements, but not reported under Audit Fees. Audit-related

fees include: retirement plan audits, accounting consultations for proposed transactions and certain reports.

Tax fees include domestic and international tax consulting.

The Audit Committee considered whether providing the non-audit services shown in this table was compatible with

maintaining KPMG’s independence and concluded that it was.

Policy for the Pre-Approval of Audit and Permissible Non-Audit ServicesThe Audit Committee annually reviews and pre-approves the services that may be provided by the Company’s

independent registered public accounting firm without obtaining further specific pre-approval from the Audit

Committee. The Audit Committee has also adopted a Pre-Approval Policy that contains a list of pre-approved

services, which the Audit Committee may revise from time to time, based on subsequent determinations. The Audit

Committee has delegated pre-approval authority to the chairman of the Audit Committee, or in his absence or

unavailability, to another specified member of the Audit Committee. The chairman of the Audit Committee or such

specified member will report any pre-approval decisions to the Audit Committee at its next scheduled meeting. All of

the audit fees, audit-related fees and tax fees were pre-approved by the Audit Committee or the chairman of the

Audit Committee.

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REPORT OF AUDIT AND CORPORATE PRACTICES COMMITTEEThe Audit Committee represents and assists the Board and is composed solely of directors who satisfy the

independence and financial literacy requirements, and the heightened independence criteria applicable to audit

committee members, of the NYSE Rules and applicable securities laws. In addition, the Board has determined that

each of Daniel J. Heinrich and Irene M. Esteves is an audit committee financial expert as defined under the rules of the

SEC.

The Audit Committee operates under a written charter approved and adopted by the Board, which sets forth its

duties and responsibilities. This charter can be found on the Company’s website at www.aramark.com under the

Investor Relations section. This charter is reviewed annually and updated as appropriate to reflect the Audit

Committee’s evolving role, changes in regulatory requirements and oversight practices, and investor feedback.

The Audit Committee’s purpose is to assist the Board in its oversight of:

• The performance of the Company’s internal audit function;

• The qualifications, independence, and performance of the independent auditors;

• The Company’s compliance with legal and regulatory requirements; and

• The accounting, reporting, and financial practices of the Company, including the quality and integrity of the

Company’s financial statements.

The Audit Committee met nine times in fiscal 2018 and fulfilled each of its duties and responsibilities as outlined in its

charter. The Audit Committee regularly conferred with KPMG, the Company’s internal auditors, and senior

management in separate executive sessions to discuss any matters that the Audit Committee, KPMG, the Company’s

internal auditors, or senior management believed should be discussed privately with the Audit Committee. The Audit

Committee has direct access to KPMG and the Company’s internal auditors, which each report directly to the Audit

Committee.

2018 Audited Financial Statements and Internal ControlsThe Company’s management has primary responsibility for establishing and maintaining effective internal control

over financial reporting and preparing the Company’s financial statements and disclosures. KPMG, the Company’s

independent registered public accounting firm for fiscal 2018, is responsible for performing an independent audit of

the Company’s consolidated financial statements and expressing opinions on the conformity of the Company’s

audited financial statements with generally accepted accounting principles in the United States and on the

effectiveness of the Company’s internal control over financial reporting. The Audit Committee oversees the

performance of these responsibilities by KPMG and management, including the processes by which these

responsibilities are fulfilled.

In the performance of its oversight function and in accordance with its responsibilities under its charter, the Audit

Committee has reviewed and discussed with management and KPMG the Company’s audited financial statements as

of and for the fiscal year ended September 28, 2018. The Audit Committee also discussed with KPMG the matters

required to be discussed by Public Company Accounting Oversight Board Auditing Standard No. 1301

“Communications with Audit Committees.” Finally, the Audit Committee received the written disclosures and the

letter from KPMG required by applicable requirements of the Public Company Accounting Oversight Board regarding

KPMG’s communications with the Audit Committee concerning independence, and discussed with KPMG their

independence.

Based on the review and discussions referred to above, the Audit Committee recommended to the Board that the

financial statements referred to above be included in the Company’s Annual Report on Form 10-K for the fiscal year

ended September 28, 2018 filed with the SEC.

Members of the Audit and Corporate Practices Committee:

Daniel J. Heinrich, Chairman

Pierre-Olivier Beckers-Vieujant

Irene M. Esteves

Patricia B. Morrison

John A. Quelch

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Compensation Matters

PROPOSAL NO. 3 – ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

PROPOSAL SUMMARY

What Are You Voting On?Pursuant to Section 14A of the Exchange Act, we are asking our shareholders to vote on a non-binding, advisory

basis to approve the compensation paid to our Named Executive Officers, as disclosed in this proxy statement.

Voting Recommendation

The Board recommends that you vote “FOR” this proposal, because it believes that the Company’scompensation policies and practices effectively achieve the Company’s primary goals of attracting andretaining key executives, rewarding achievement of the Company’s short-term and long-term businessgoals, and aligning our executives’ interests with those of our shareholders to create long-term sustainablevalue.

This proposal calls for the approval of the following resolution:

“RESOLVED, the shareholders of the Company hereby approve, on a non-binding, advisory basis, the

compensation of the Company’s named executive officers as disclosed in the Proxy Statement, pursuant to the

rules of the SEC, including the Compensation Discussion and Analysis, compensation tables and narrative

discussion.”

In considering your vote, we invite you to review the Compensation Discussion and Analysis beginning on the

next page. This advisory proposal, commonly referred to as a “say on pay” proposal, is not binding on the

Board. However, the Board takes shareholder feedback seriously and it and the Compensation Committee will

review and consider the voting results when evaluating the Company’s executive compensation program.

The shares represented by your properly executed proxy will be voted “FOR” this proposal, which would beyour vote to approve, on a non-binding basis, the compensation paid to our named executive officers,unless you specify otherwise.

The Board has adopted a policy of providing for annual “say on pay” votes, so the next “say on pay” vote will

take place at the Company’s 2020 annual meeting.

The Board recommends thatyou vote “FOR” approval ofexecutive compensation

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COMPENSATION DISCUSSION AND ANALYSISThis compensation discussion and analysis (CD&A) provides information regarding our executive compensation

programs for the following executive officers (the “named executive officers” or “NEOs”) in fiscal 2018:

Name Title

Eric J. Foss Chairman, President and Chief Executive Officer

Stephen P. Bramlage Executive Vice President and Chief Financial Officer

Lynn B. McKee Executive Vice President, Human Resources

Stephen R. Reynolds Executive Vice President, General Counsel and Secretary

Harrald Kroeker* Senior Vice President, Integration

* Mr. Kroeker will retire from the Company on December 31, 2018.

The CD&A is organized into the following sections:

Section Page

Compensation Program Summary 31

Detailed Compensation Program Discussion 36

Committee Report 49

Compensation Tables 50

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Compensation Program Summary

2018 Business and Performance HighlightsSince completing our IPO in late 2013, our management team has developed and continues to execute on a clear and

focused transformation strategy that has resulted in significant value for our shareholders. This transformation is built

on four key imperatives, which are embedded in our compensation program:

• Accelerating growth

• Activating productivity through increasing innovation and enhancing our brand strategy

• Attracting the best talent and developing them from within the organization

• Achieving portfolio optimization through the integration of our recent acquisitions of Avendra and AmeriPride

Shortly after becoming CEO, Eric Foss led Aramark though a successful IPO, and has continued to lead the

management team in executing a clear and focused strategy to drive meaningful and sustained growth. We have

realized significant shareholder value through outstanding financial and share price performance over the long term.

Our executive compensation program reflects our CEO’s strong leadership during this period of transformation.

As we evaluate our compensation for the year, we note that Aramark reported another impressive, record year of

results in 2018 driven by disciplined execution across our businesses. We delivered the fifth consecutive year of

double-digit adjusted EPS growth, with a 14% increase in constant currency adjusted EPS in 2018 (a 50% increase in

GAAP EPS). We also reported record revenue of $15.8 billion, which was approximately 3.5% higher on a constant

currency basis than the prior year in our legacy business (an 8% increase on a GAAP basis). Productivity

improvements led to a 46 basis point increase in adjusted operating income margins to 7.05%. This strong

improvement enabled us to achieve the three-year 100 basis point adjusted operating income margin improvement

target that we set in fiscal 2016. As a result, we are now sustainably more profitable and therefore better positioned

to compete in the marketplace. Another year of strong cash flow enabled the Company to aggressively reduce our

debt levels from the middle of the year when we completed the acquisitions of Avendra and AmeriPride.

These two strategic, financially compelling acquisitions – each of which would have been the largest acquisition in the

Company’s history – have significantly bolstered our competitive position across our portfolio of business. We would

not have been able to make these investments without the disciplined deleveraging of the past few years and our

ability to ensure we are maximizing our financial flexibility.

120% 14% +46bps

TSR Since IPO(Approx. 5-Year)

2018 ConstantCurrency Adjusted EPS

2018 AdjustedOperating Income

Margin

TSR Since IPO through September 28, 2018

This performance supported an increase in our quarterly shareholder dividend from 10.5 cents per share to 11.0 cents

per share and we continue to reinvest in the business to drive long-term shareholder value.

*See Annex A of this proxy statement for a reconciliation of non-GAAP financial measures to our results as reported

under GAAP.

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Shareholder EngagementFollowing our 2018 annual meeting of shareholders and disappointing say-on-pay vote outcome, the Board

recognized that we needed to conduct an even more comprehensive outreach program to better understand our

shareholders’ perspectives on our compensation program. In 2018, we reached out to shareholders representing

approximately 80% of our shares outstanding, and met with shareholders representing approximately 65% of our

shares outstanding. We discussed a variety of matters, but most of our conversations focused on our executive

compensation program. The Chair of our Compensation Committee, Stephen Sadove, participated in our outreach

program, meeting with shareholders representing approximately 40% of our outstanding stock. Shareholder

feedback from these discussions was shared with the full Board and informed the Compensation Committee’s

discussion and review of our overall approach to compensation and the 2019 executive compensation program.

Overall, shareholders supported the structure of our compensation program and provided positive feedback on the

changes to our incentive programs in recent years, including the addition of Free Cash Flow and return on invested

capital (“ROIC”) performance metrics. Shareholder questions focused on the pay opportunity and alignment to

performance outcomes, short-and long-term incentive program design, transparency and rigor of goal-setting and

mechanics of the TSR outperformance award in the long-term incentive. As a result of investor feedback, the

Compensation Committee approved several changes to our compensation program as reflected in the table below.

2018 Compensation and Governance Changes in Response to Shareholder Feedback

What We Heard What We Did

Questions and confusion around the TSR

Outperformance Award

Eliminated the TSR Outperformance Award for the

CEO’s 2019 and go-forward long term incentive awards

Dislike use of negative discretion in the Annual Incentive

Plan

Eliminated the structural component of the Plan that

drove consistent use of negative discretion

Questions regarding the transparency and rigor of

performance targets

Provided greater transparency and context throughout

the CD&A on the process for setting performance

targets and disclosed the 2019 targets in our Annual

Incentive Plan

Ensure alignment with best practices relating to

compensation governanceExpanded scope of Clawback Policy

These changes are in addition to other changes made in response to shareholder feedback over the last two years,

including:

• Adjusting annual incentive metrics to more closely align with our business strategy and communication with

investors by introducing Free Cash Flow as a metric to our annual bonus program with a 25% weighting

• Enhancing the performance-based nature of the long-term incentive program by increasing the weighting of PSUs

from 40% to 50% and decreasing the weighting of time vesting stock options from 40% to 30%

• Adjusting long-term incentive metrics to focus on efficient use of capital by adding ROIC as a metric for PSUs with

a 50% weighting to compliment Adjusted EPS

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Executive Compensation PhilosophyOur executive compensation program supports one of the anchors of our transformation strategy – attracting and

retaining the best talent – which in turn supports two of the other anchors of the Company’s strategy: accelerating

growth and activating productivity.

The program includes three key goals:

1. Align with Shareholder Interests: Align the interests of our executives with those of our shareholders by

requiring significant stock ownership, tying significant portions of pay to performance, paying a significant

portion of compensation in equity and subjecting equity compensation to multi-year performance conditions and

vesting periods;

2. Performance Based: Tie significant portions of compensation to performance and achievement of our short-term

and long-term business goals; and

3. Market Competitiveness: Attract and retain key executives with the capability to lead the business forward.

Key Elements of 2018 Program

Element Description

Base Salary • Annual fixed cash compensation

Annual Incentives

• 90% Company-Wide Financial Objectives

(40%) Adjusted Operating Income (EBIT)

(25%) Adjusted Sales

(25%) Free Cash Flow

• 10% Individual Function/Business Objectives

Long-Term Incentives

• 50% Performance Based RSUs

(25%) Adjusted EPS

(25%) ROIC

Three-year cliff vesting

• 30% Time Vesting Stock Options

Vest ratably over four years subject to continued employment

• 20% Time Vesting RSUs

Vest ratably over four years subject to continued employment

The Compensation Committee takes a thoughtful approach to metric selection and target setting as a significant

portion of compensation under both the annual and long-term incentive plans are subject to the Company achieving

targeted levels of financial and operating performance. Metrics are selected by the Compensation Committee to align

with our strategy of accelerating growth, activating productivity and achieving portfolio optimization. Following an

initial proposal by management, the Compensation Committee considers and discusses such proposal, making

modifications where appropriate, and approves the pre-established financial objectives at the beginning of the fiscal

year or performance period, considering, among other things, the performance objectives in the Company’s annual

and long-term business plan. The individual objectives are established by our Compensation Committee to incentivize

our NEOs on functional and business objectives that are core to driving growth and value for shareholders.

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Pay Aligned with Company PerformanceOur business requires management to lead employees to deliver exceptional, value-driven experiences to our clients

and customers. To motivate strong performance and promote retention, our compensation program provides that a

significant percentage of our NEO compensation is variable and at risk, tying each NEO’s compensation to the

Company’s performance, the executive’s continued employment and the performance of the Company’s stock. The

charts below highlight the significant percentage of granted compensation, based on grant date fair value, for fiscal

2018 that is variable and at risk.

13%24%

17%59%

Salary and Other

Annual Cash Incentive

Equity Awards

87% - Total At Risk - 76%

CEO All Other NEOs

16%

71%Total At Risk

CEO Compensation and Company Performance The graph below shows the total compensation of our CEO versus

the performance of the Company (as measured by adjusted EPS and AOI).

For fiscal 2018, our CEO’s total compensation continued to decrease despite a significant improvement in the

performance of the Company, as measured by adjusted EPS and AOI. See Annex A of this proxy statement for a

reconciliation of non-GAAP financial measures to our results as reported under GAAP.

CEO Compensation vs. AOI and Adjusted EPS

2016

$939,304

$961,971

$1,108,421

$2.25

$15,959$16,325

$1.95

$1.71

Comp ($000) AOI ($000) Adj. EPS

$17,051

2017 2018

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Compensation Program GovernanceOur governing compensation practices align with our compensation philosophy and implementation of our key goals.

In addition, they demonstrate our Compensation Committee’s adherence to sound governance practices and

commitment to aligning our NEOs’ interests with those of our shareholders.

• Significant Portions of Compensation are Paid in Equity. For 2018, 71% of total compensation awarded to the CEO

and 59% of total compensation awarded to all other NEOs was awarded as long-term equity incentives. The equity

incentives encourage a focus on long-term performance because the ultimate value of the awards will depend

upon the value of Company stock and, for half of the equity incentives, Company performance, over a period of

several years.

• Stock Ownership Requirements. Our named executive officers are subject to stock ownership guidelines requiring

that they obtain and maintain ownership of Aramark stock equal to a multiple of their base salaries.

• Mr. Foss: Required to hold stock valued at six times base salary (as of the record date holds shares and RSUs

with a value equal to more than 34 times his annual base salary)

• Other NEOs: Required to hold stock valued at three times base salary, and all are compliant

• Restrictions on Hedging and Pledging. We restrict hedging and pledging of Aramark stock and none of our

named executive officers have engaged in any hedging or pledging of their Aramark stock.

• Clawback Policy. The Compensation Committee and Board approved a robust incentive compensation

recoupment, or “clawback” policy for executive officers and CEO direct reports in fiscal 2015. This policy provides

that if an individual was overpaid incentive compensation (annual incentive and performance-based long-term

incentives) as a result of reported financial or operating results that were misstated and that such person engaged

in misconduct that contributed to a misstatement, the Company may seek to recover the amount of any

overpayment or cancel such excess incentive compensation. In November 2018, the Compensation Committee

expanded the scope of the policy to cover approximately 165 executives and to provide that the Company can

recover incentive compensation if an executive commits a material violation of law that results in significant

economic or reputational damage to the Company.

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Detailed Compensation Program Discussion

Compensation Actions in Relation to Fiscal 2018

Overview of the Compensation ComponentsThe principal components of Aramark’s executive compensation program are base salary, an annual cash incentive

and long term equity incentives. We also provide employee benefits, post-employment benefits and a limited number

of perquisites.

Base SalaryBase salary reflects the value of the position and the attributes the executive brings to Aramark, including tenure,

experience and skill level. Salary levels for our executives are reviewed at least annually. With respect to

Mr. Bramlage, in November 2017, the Compensation Committee raised his base salary for calendar year 2018 by 7% to

$707,227 in order to bring his base salary to the market median of the Company’s peer group. The Compensation

Committee also determined in November 2017 to maintain the base salaries of Mr. Foss, Mr. Reynolds, Ms. McKee and

Mr. Kroeker for calendar year 2018 at the same levels as calendar year 2017. In November 2018, the Compensation

Committee determined to maintain the base salary of Mr. Foss for calendar year 2019 at the same level as calendar

year 2018. In addition, the Compensation Committee increased Mr. Bramlage’s salary for calendar year 2019 by 10% to

$777,950 in order to maintain a competitive market position among the Peer Group. The Compensation Committee

also increased the base salaries of Ms. McKee and Mr. Reynolds by 2.5% each to $717,738 and $557,466, respectively,

in consideration of the fact that they did not receive increases last year.

Annual IncentiveThe annual cash incentive is designed to drive and reward performance and is based on financial objectives and

individual functional or business group objectives established by the Compensation Committee. For fiscal 2018 and in

recent prior years, annual incentives for our NEOs were determined by performance against goals under (1) the

Senior Executive Performance Bonus Plan (the “Senior Executive Bonus Plan”), which is applicable to our NEOs, for

purposes of achieving tax deductibility under 162(m), and (2) the Management Incentive Bonus Plan (the

“Management Bonus Plan”), which is applicable to our other executives and employees, and serves as the primary

reference used by the Compensation Committee for the purpose of determining the final annual incentive awarded. If

no bonus would have been earned using the criteria under the Management Bonus Plan, we would not expect NEOs

to be awarded a payout under the Senior Executive Bonus Plan.

Under the Senior Executive Bonus Plan, a bonus pool is established at the beginning of the year and funded based on

a percentage of adjusted EBIT. In November 2017, the Compensation Committee approved the establishment of a

bonus pool that was funded based on 1.71% of adjusted EBIT. The Compensation Committee then uses performance

under the framework of the Management Bonus Plan to determine actual bonuses awarded.

2018 Annual Incentive Performance MetricsFor 2018, the Management Bonus Plan comprised three company-wide financial objectives – Adjusted Operating

Income (which is also referred to as adjusted EBIT), adjusted sales and free cash flow – for a combined weighting of

90%, and individual functional or business objectives weighted at 10%. The Company must attain a threshold, or

minimum, performance on each measure of the financial portion of the Management Bonus Plan for the participant to

receive any payout under the financial portion, while payout under the individual portion is based on achievement of

functional objectives. If the maximum performance of all measures was achieved, the executive would receive up to

195% of his or her target bonus amount.

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Annual Incentive Metric Selection and Target-Setting ProcessFinancial objectives for the annual incentive plan are chosen to drive Company performance and are closely linked to

our strategy.

• Adjusted Operating Income: The Compensation Committee selected Adjusted Operating Income because it is an

important measure of the Company’s operating profitability and a key component of the Company’s long-term

expectations for the business.

• Adjusted Sales: The Compensation Committee selected Adjusted Sales because it allows for an assessment of the

Company’s sales without the effect of currency fluctuations, which are beyond the control of management.

• Free Cash Flow: The Compensation Committee selected Free Cash Flow because it represents the Company’s

ability to invest, repay debt and distribute earnings to shareholders.

The Compensation Committee establishes performance targets at the beginning of the fiscal year consistent with the

Company’s long-term expectations for the business, which include:

• Mid-to-high single-digit growth in adjusted operating income or adjusted EBIT

• Organic or adjusted sales growth of three percent to five percent; and

• Low double digit percentage growth of adjusted EPS

Targets are designed to be challenging and take into consideration results from the prior year, expectations going

forward and the Company’s strategic plan. For fiscal 2018, the Adjusted Operating Income and Adjusted Sales targets

were set above 2017 actual performance. The Free Cash Flow target was not set above actual 2017 performance

because of the expected one-time negative impact of the Avendra and AmeriPride acquisitions. The Compensation

Committee also approved individual functional and business group objectives, which are evaluated against each

NEO’s individual performance and achievement of the goals at year end. Over the last 5 years, we have achieved five

consecutive years of double-digit Adjusted EPS growth and 139 bps of adjusted operating income margin expansion.

Notwithstanding this strong performance, annual incentive payouts for NEOs averaged 96% of target during this

period.

2018 Annual Incentive Opportunities and OutcomesIn early fiscal 2018, the Compensation Committee determined annual incentive award opportunities as both the

maximum amount as a percentage of adjusted EBIT that can be awarded to each executive for fiscal 2018 under the

Senior Executive Bonus Plan and each executive’s target bonus opportunity as shown in the table under “2018 Annual

Incentive Achievement Outcomes” below. In each case, the target bonus opportunity was set as to be consistent with

the 2017 target bonus opportunity for each NEO as a percentage of base salary.

Under the Management Bonus Plan, which the Compensation Committee uses as the primary reference point to

determine actual bonuses awarded, incentive award payments may range from zero to 195% of the target annual

incentive defined in the table below based on the achievement of performance goals set by the Compensation

Committee. For each financial objective, performance at the target level will generally result in 100% payout of the

target amount for that metric, while performance at or above the maximum level would result in a payout percentage

of 200% and performance at the threshold level would result in a payout percentage of 25%. Performance below the

threshold level will result in no payout for that portion of the award.

A consolidated table of company-wide financial objectives with associated targets and payout percentages is below:

Performance Metric Weight

ThresholdPerformance(25% Payout)

TargetPerformance

(100% Payout)

MaximumPerformance

(200% Payout)($ millions)

Adjusted Operating Income(1) 40% $ 974.5 $ 1,025.7 $ 1,077.0

Adjusted Sales(2) 25% $13,526.8 $15,029.8 $16,532.8

Free Cash Flow(3) 25% $ 320.0 $ 400.0 $ 480.0

(1) For purposes of the Management Bonus Plan, adjusted operating income represents operating income adjusted to eliminate the change in

amortization of acquisition-related customer relationship intangible assets resulting from the going-private transaction in 2007; the effects of

acquisitions; the impact of the change in fair value related to certain gasoline and diesel agreements; severance and other charges; share-based

compensation; the impact from the reduction in personnel costs, including employee incentive expenses; merger and integration related charges

and other items impacting comparability.

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(2) For purposes of the Management Bonus Plan, Adjusted Sales are sales adjusted to exclude the effects of currency translation and acquisitions.

(3) For purposes of the Management Bonus Plan, Free Cash Flow is net cash provided by operating activities less net purchases of property and

equipment, client contract investments and other. Free Cash Flow also excludes the impact of one-time merger-related costs and proceeds from

tax reform and acquisition-related accelerated tax benefits.

The individual functional or business group objectives, having a payout range from zero to 150% consisted of the

following:

With regard to Mr. Foss:

• Implement and execute a focused business plan to achieve the key financial goals;

• Develop, pursue and execute a strategic plan that enables long term shareholder value creation;

• Develop and execute a plan to strengthen the Board of Directors and improve Board effectiveness;

• Develop a high performing organization; and

• Successfully integrate the Avendra and AmeriPride acquisitions.

With regard to Messrs. Bramlage, Reynolds and Kroeker, and Ms. McKee:

• Improve year-over-year overall employee engagement based on the Company’s annual survey.

In awarding annual cash incentives for the NEOs for fiscal 2018, the Compensation Committee considers the

maximum amount that could have been awarded to each executive under the Senior Executive Bonus Plan based on

the Company’s fiscal 2018 adjusted EBIT and each executive’s percentage bonus opportunity determined by the

Compensation Committee at the beginning of the fiscal year. The Compensation Committee also considers the

results the NEOs would have achieved if they had participated in the Management Bonus Plan under the financial and

individual objectives and then awarded an amount less than the maximum amount that could have been awarded

under the Senior Executive Bonus Plan, as set forth in the tables below.

The Company’s achievement against the financial portion of the Management Bonus Plan in 2018 is as follows(1):

Performance Metric Achievement$

AchievementAs % of Target

Payout%

Adjusted Operating Income $ 974.5 95.0% 25.0%

Adjusted Sales $15,014.5 99.9% 99.2%

Free Cash Flow $ 424.0 106.0% 130.0%

(1) Represent performance metrics under the Management Bonus Plan, which is referenced by the Compensation Committee in fiscal 2018 as a basis

for payments under the Senior Executive Bonus Plan.

The Compensation Committee reviewed Mr. Foss’s functional objectives described above that it had set for him at

the beginning of fiscal 2018 and his performance against such objectives and determined that he had achieved a level

of performance of 100%. The Compensation Committee then determined that each of Messrs. Bramlage, Reynolds,

and Kroeker and Ms. McKee had achieved an 100% level of performance of their functional objectives, in each case

based upon an assessment of the performance of each of the respective executives and departments against the

objectives described above as well as the overall financial performance of the Company.

The following table sets forth for each NEO the bonus opportunity as a percentage of adjusted EBIT and the

maximum amount that could have been awarded based on the Company’s achievement of adjusted EBIT under the

Senior Executive Bonus Plan, the target annual cash incentive opportunities set by the Compensation Committee,

and the actual annual cash incentives awarded (which was primarily based on what the executive would have

received under the Management Bonus Plan). For purposes of the Senior Executive Bonus Plan and the formula used

to determine the bonus pool approved by the Compensation Committee, adjusted EBIT is operating income adjusted

to eliminate the change in amortization of acquisition-related customer relationship intangible assets and

depreciation of property and equipment resulting from the 2007 going-private transaction; the impact of the change

in fair value related to the gasoline and diesel agreements; severance and other charges; share-based compensation;

the effects of significant acquisitions and divestitures and any gains, losses and settlements impacting comparability.

These adjustments were to normalize the adjusted EBIT numbers so that it does not reflect certain non-operational

items.

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2018 Annual Incentive Achievement Outcomes

Executive

Fiscal 2018Percentage

ofActual Adjusted

EBIT

MaximumIncentivePotentialBased on

Fiscal 2018Results

TargetIncentive

Opportunityas a

Percentageof Salary

ActualIncentiveAwardedfor Fiscal

2018

ActualIncentive

As Percentageof Target

Mr. Foss 0.91% (up to

a maximum

of $10 million)

$10.0 million 200% $2,629,400 77.3%

Mr. Bramlage 0.23% $ 2.5 million 100% $ 546,900 77.3%

Ms. McKee 0.18% $ 2.0 million 100% $ 541,500 77.3%

Mr. Reynolds 0.18% $ 2.0 million 100% $ 420,600 77.3%

Mr. Kroeker 0.18% $ 2.0 million 85% $ 360,800 77.3%

2019 Annual Incentive OpportunityIn response to shareholder feedback, the Compensation Committee simplified the annual cash incentive program for

2019, retaining the key financial and individual goals to measure both Company performance and individual

contributions. The Compensation Committee eliminated the bonus pool structure of the Senior Executive Bonus Plan

and starting in 2019, annual incentives will be determined under an amended and restated Management Bonus Plan

which will consist of 90% financial objectives and 10% individual functional and business group objectives.

The Compensation Committee set the following targets for 2019, in each case exceeding 2018 actual results:

Performance Metric WeightTarget

Performance

Adjusted Operating Income 40% $ 1,120.4

Adjusted Sales 25% $16,344.6

Free Cash Flow 25% $ 550.0

The definitions of each measure remain unchanged from 2018. The Compensation Committee also set the individual

functional performance objectives for the CEO and the CEO sets individual performance targets for the other NEOs.

Long Term IncentivesLong term equity incentives are granted to align our executives’ interests with those of our shareholders,

encouraging them to focus on long-term performance and to encourage retention. Equity grants are made early in

the fiscal year (generally in November). For our NEOs for fiscal 2018, the long-term incentive was comprised of:

• 50% performance stock units (PSUs)

• 30% time vesting stock options

• 20% time vesting restricted stock units (RSUs)

The Compensation Committee changed its approach to the long-term equity incentive mix for 2018 in response to

shareholder feedback by increasing the percentage of PSUs from 40% to 50% and decreasing the percentage in

stock options from 40% to 30%. The Compensation Committee determined that this long-term incentive mix

provides an appropriate balance of rewarding our NEOs for their performance, motivating them to work towards

achieving our long-term objectives, and reinforcing the link between their interests and the interests of our

shareholders.

All restricted stock units and performance stock units will accrue dividend equivalents from the date of grant until the

date of settlement in shares (with the dividend equivalents earned on performance stock units determined based

upon the actual achievement against target performance). Shares of performance restricted stock granted in

previous years accrue cash dividends that are payable only upon the vesting of the underlying performance

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restricted stock. Time vesting restricted stock units, performance stock units, performance restricted stock and stock

options also vest in connection with certain termination events, as described in more detail in “Potential Post-

Employment Benefits.”

Additional Performance Hurdle for CEOFor fiscal 2018 and in prior years, a portion of the grant value of Mr. Foss’s long-term incentive award included an

additional performance condition to vest. This is not an additional earning opportunity, but a performance gate for

vesting that is measured over the three-year performance period. The Compensation Committee included this

additional performance requirement on this portion of the grants to Mr. Foss to increase the performance orientation

of his long term incentives and further align these long term incentives with shareholder interests. For fiscal 2018,

approximately 12% of Mr. Foss’s fiscal 2018 long-term incentive included this additional performance condition to

vest.

This portion of Mr. Foss’s grant is earned only if the Company’s relative total shareholder return is at least at a

threshold performance level compared to the returns of the Company’s 2018 peer group over the three-year

performance period. The payout schedule is based on the percentile of relative total shareholder return achieved,

with linear interpolation for percentile achievement in between the stated levels.

Relative TSR Percentile TSR Multiplier

90th Percentile or Above 100%

75th Percentile 67%

55th Percentile 33%

Below 55th Percentile 0%

In our engagement, shareholders indicated that they found this component of our CEO’s compensation confusing. As

a result, the Compensation Committee determined to eliminate the CEO TSR outperformance portion of the award

for the fiscal 2019 equity grant made in November 2018.

Fiscal 2018 Long Term Incentive AwardsThe following table shows the grant date fair value for each award type. The factors considered by the Compensation

Committee in making fiscal 2018 long term incentive awards included the value of the executive’s long-term incentive

award granted in the prior year, competitive market position and compensation relative to the Peer Group, leadership

and individual performance, and the value of the executive’s outstanding equity awards.

NEO Stock Options RSUs PSUs – Target Award for 2018 –2020 Performance period

Mr. Foss(1) $3,505,894 $1,980,005 $ 5,821,692

Mr. Bramlage $ 630,000 $ 420,029 $1,050,033

Ms. McKee $ 480,008 $ 320,013 $ 800,011

Mr. Reynolds $ 480,008 $ 320,013 $ 800,011

Mr. Kroeker $ 360,001 $ 240,040 $ 600,019

(1) As described above, approximately 12% of each of Mr. Foss’s awards of stock options, RSUs and PSUs were subject to an additional total

shareholder return vesting condition.

Structure of Fiscal 2018 Long Term Incentive AwardsTime Vesting Stock Options and RSUs. Time vesting stock options and RSUs granted vest ratably over a period of

four years, subject to the NEOs’ continued employment through such period.

Performance Stock Units. For the 2018-2020 performance period, PSUs are based on the achievement of two,

equally weighted performance measures: adjusted EPS and ROIC. The Compensation Committee believes these two

performance measures closely link NEOs interests with those of shareholders over the long-term:

• Adjusted EPS is a transparent metric that aligns with our communication to the investor community and measures

our progress on our transformational and strategic initiatives.

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• ROIC incentivizes the efficient use of capital. ROIC was added as a performance metric beginning in 2018 to better

align with the Company’s stated business goals and in response to shareholder feedback.

The PSU performance goals are based on cumulative adjusted EPS and ROIC targets for the three fiscal years

covered in the period and are set by the Compensation Committee at challenging levels to drive Company

performance and to ensure a continued long-term focus on the part of the senior executives. The adjusted EPS and

ROIC goals align with the Company’s long-term targets communicated to investors and for adjusted EPS, was set

higher than the actual results for the most recent performance period. The ROIC goal was not set higher than the

actual results for the most recent performance period because of the expected dilutive effect of the acquisitions of

Avendra and AmeriPride for the first several years. Subject to continued employment, between 50% of the target

number of awards (for achievement of threshold performance) and 200% of the target number of awards (for

achievement of maximum performance or greater) are eligible to vest at the end of the three-year performance

period. If threshold performance is not met, none of the awards will vest.

The number of shares that can be earned is based upon the percentage of the adjusted EPS and ROIC targets that

are achieved as identified in the table below. If the actual adjusted EPS performance is less than 90.7% of target and

ROIC performance is less than 90.9% of target, no payout would be made.

Adjusted Earnings Per Share Performance LevelAs A Percentage of Target

Percentage Of 50% of Target Number of PSUs Earned

less than 90.7% 0%

90.7% 50%

100% 100%

105.4% or greater 200%

Actual ROIC During Last Fiscal Year ofPerformance Period As a Percentage of Target

Percentage Of 50% of Target Number of PSUs Earned

less than 90.9% 0%

90.9% 50%

100% 100%

109.1% or greater 200%

• The adjusted EPS target and actual adjusted EPS are calculated as adjusted net income divided by a constant

share number. Adjusted net income is calculated as reported net income excluding the impact of currency

translation, acquisitions and divestitures, the incremental customer relationship amortization and incremental

depreciation from the 2007 Transaction, any expenses or charges related to any equity offering, acquisition,

disposition, refinancing or similar transaction, share-based compensation expense, the impact of tax reform and

gains, losses and settlements impacting comparability and including an adjustment for severance and other

charges and the tax impact related to these adjustments.

• ROIC is operating income for the fiscal year ending October 2, 2020 with same adjustments as described above for

adjusted net income; divided by average invested capital. Average invested capital is the simple average of: (a) the

total outstanding debt; plus (b) stockholders equity; minus (c) net intangibles and goodwill resulting from the

application of purchase accounting to the 2007 going-private transaction, as reported for the fiscal 2019 and 2020

year-ends.

New Retirement Vesting ProvisionsBeginning for grants in fiscal 2018, award agreements provide that if the NEO has been employed by the Company

for at least five years, is at least 62 years old and gives the Company at least one year’s written notice of his or her

intent to retire (such a retirement, a “Retirement with Notice”), then upon such Retirement with Notice all of the

remaining tranches of such equity incentives will continue to vest on their original schedules (with the vesting of

performance-based equity incentives to remain subject to the achievement of the relevant performance condition), in

the case of Mr. Foss, and the next two tranches (or one tranche if only one unvested tranche is remaining) of such

equity incentives will continue to vest in the case of the other NEOs. Additionally, in the event of a Retirement with

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Notice, vested stock options will remain exercisable for up to three-years following the later of such Retirement with

Notice or applicable vesting date. The Compensation Committee made this change to incentivize senior executives to

remain with the Company until at least age 63 and to encourage such executives to provide advance notice of their

retirement to ensure orderly succession for senior roles. The new Retirement with Notice feature applicable beginning

with fiscal 2018 awards applies in addition to the regular retirement vesting features which continue to apply in a

manner similar to the prior fiscal year’s awards. In addition, the new form of award agreements for the NEOs provide

that if the NEO breaches his or her restrictive covenants under his or her employment agreement, the NEO will forfeit

any unvested portion of the award and be required to return to the Company the pre-tax value of any vested or

delivered awards.

Fiscal 2019 Long Term Incentive AwardsIn November 2018, the Compensation Committee approved fiscal 2019 long-term incentives to our NEOs consisting

of 50% PSUs, 30% time vesting stock options and 20% time vesting restricted stock units. The PSU performance

goals are based on cumulative adjusted EPS and ROIC targets for the three-year performance period from 2019 to

2021. The goals align with the Company’s long-term targets communicated to investors and for adjusted EPS, was set

higher than the actual results for the most recent performance period. The target for ROIC was not set higher than

the actual results for the most recent performance period because of the expected dilutive impact of the Avendra

and AmeriPride transactions over the first several years. Because of the confusion created by the CEO

outperformance awards, the Compensation Committee did not grant such awards to the CEO in November 2018.

The following table shows the grant date fair value for each award type for the grants made by the Compensation

Committee in November 2018. The factors considered by the Compensation Committee in making fiscal 2019 long

term incentive awards included the value of the executive’s long-term incentive award granted in the prior year,

competitive market position and compensation relative to the Peer Group, leadership and individual performance,

and the value of the executive’s outstanding equity awards.

NEO Stock Options RSUs PSUs – Target Award for 2019 –2021 Performance period

Mr. Foss $3,600,008 $2,400,004 $6,000,009

Mr. Bramlage $ 900,004 $ 600,001 $ 1,500,021

Ms. McKee $ 450,002 $ 300,019 $ 750,010

Mr. Reynolds $ 450,002 $ 300,019 $ 750,010

Outstanding Performance Based Long Term Incentive AwardsThe following table includes detail on the outstanding PSU awards following the end of fiscal 2018 and the grants

made in early fiscal 2019. Prior to fiscal 2018, PSUs were based only on the achievement of adjusted EPS; ROIC was

added as a performance metric beginning with the November 2017 grant and was used again for fiscal 2019 grants

made in November 2018. All outstanding PSUs have a potential threshold payout of 50% and a potential maximum

payout of 200%. Mr. Foss also has performance restricted stock, PSU and stock option awards subject to an

additional performance vesting condition related to total shareholder return.

Percentage OfTotal Equity

Awards

PerformancePeriod

Grant DatePayment

Date(If Earned)

PerformanceMeasures

40% Fiscal 2017-2019 November 2016 November 2019 Adjusted EPS

50% Fiscal 2018-2020 November 2017 November 2020 Adjusted EPS (50%) & ROIC (50%)

50% Fiscal 2019-2021 November 2018 November 2021 Adjusted EPS (50%) & ROIC (50%)

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Achievement of Performance Targets for Prior Year AwardsIn November 2015, the Compensation Committee granted performance restricted stock or PSUs to our NEOs with a

performance target based on fiscal 2018 adjusted EPS, eligible to cliff vest at the end of fiscal 2018. Based on our EPS

performance over the performance period, the maximum payouts were earned.

PerformancePeriod

Grant Date PerformanceMeasure

Target Actual Payout

Fiscal

2018November 2015 Adjusted EPS $2.00/share $2.41/share* 200% (Maximum)

* Although the benefit of tax reform was not included as an adjustment to the calculation of adjusted EPS at the time the performance restricted

stock and PSUs were granted in 2015, the maximum payout on such awards would have been earned even if the effects of tax reform on adjusted

EPS had been excluded.

11% of the grants (based on grant date fair value) made to Mr. Foss in November 2015 were subject to an additional

performance vesting requirement that the Company’s relative total shareholder return be at or above the 90th

percentile of the Company’s 2016 peer group over the three-year performance period of fiscal years 2016-2018. The

Company’s TSR was below the 90th percentile achievement threshold of the Company’s peer group for the three-

year performance period, and as a result, no payout was made with respect to the portion of Mr. Foss’s award based

on the additional relative TSR performance condition.

For purposes of the fiscal 2016 long-term incentive awards, adjusted EPS was calculated as adjusted net income

divided by a constant share number.

Other Compensation ComponentsThe Compensation Committee provides additional benefits to the NEOs that are customary for executives of similar

rank to enable our executives to focus on our business and enhance their commitment to us.

Savings Incentive Retirement Plan: We make available a non-qualified savings plan intended as a substitute for those

employees ineligible to participate in our 401(k) plan because of certain legal requirements.

Severance Arrangements and Payments upon a Change of Control: We have employment agreements with all of the

named executive officers for indeterminate periods terminable by either party, and in most cases our executives are

entitled to certain payments and benefits in connection with certain terminations of employment. These provisions

are intended to align executive and shareholder interests by enabling executives to consider corporate transactions

that are in the best interests of the shareholders and our other constituents without concern over whether the

transactions may jeopardize the executive’s own employment. While we do have these agreements in place, from

time to time it has been necessary to renegotiate some terms upon actual termination.

Equity awards granted since the IPO and agreements with our NEOs that provide for other payments in connection

with a change of control contain a “double trigger” in order for the executive to receive compensation, meaning that

awards will be accelerated only if the executive’s employment is terminated in connection with the change of control.

For more information about change of control and severance payments for our named executive officers, see the

disclosure under “Potential Post-Employment Benefits.”

Perquisites: We provide our NEOs with other benefits that the Compensation Committee believes are reasonable and

encourage retention. The costs of these benefits constitute a small percentage of each named executive officer’s

total compensation. These benefits are reflected in the All Other Compensation column in the Summary

Compensation Table and include:

• premiums paid on life insurance

• a survivor income protection plan (entitling a surviving spouse or domestic partner and dependent children to

receive the executive’s full base salary for one year after the executive’s death and one half of the executive’s base

salary for the subsequent nine years, or alternatively, an amount equal to his or her base salary upon retirement or

death for a participant who is at least 65 years old and has attained five years of employment – currently, only

Ms. McKee participates under this plan);

• disability insurance and excess health insurance;

• receipt of a car allowance and no cost parking at a garage near Company offices;

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• an executive physical;

• financial planning services;

• personal use of Company tickets or the Company box and related items at sporting or other events; and

• for Mr. Foss, the use of a Company provided aircraft, car and driver.

Pursuant to Company policy, our CEO is required to use aircraft and automobiles provided by the Company for all air

travel, whether personal or business, whenever possible. Under the policy, the CEO may also designate other

members of senior management to use the Company aircraft for air travel.

Mr. Foss is required to reimburse the Company for the amount by which the aggregate incremental cost to the

Company attributable to his personal use of the Company’s aircraft exceeds $250,000 per fiscal year.

Competitive Market PracticesOur compensation program is structured to enable us to maintain our competitive position for key executive talent.

To establish our market competitive compensation practices, our Compensation Committee refers, in part, to peer

group data and a subset of the Willis Towers Watson 2016 CDB General Industry Executive Compensation Survey –

U.S. that is size-adjusted based on Aramark’s revenue (“Survey Data” and together with the Company’s applicable

peer group data, “Market Practice”).

Additionally, our Compensation Committee considers executives’ current compensation or compensation from prior

employment to determine the amount necessary to attract or retain such individuals. We motivate retention, in part,

through long term incentives with multi-year vesting schedules. Our stock options, RSUs and PSUs generally vest in

or over three or four years, which encourages our executives to remain with us for extended periods of time.

Peer GroupThe Compensation Committee refers to a peer group to review executive compensation levels, plan design practices

and award decisions.

In 2015, the Compensation Committee, taking into account the advice of its independent compensation consultant,

established the Company’s peer group using a variety of quantitative and qualitative factors. The peer group is

reviewed on an annual basis and was originally determined based on the following criteria (in each case, originally

using data relative to the Company in fiscal 2014):

Factors Criteria

Comparable in Size Revenue between 0.3 times and 3 times

Enterprise value between 0.25 times and 5 times

Operating margin between 2.5% and 10%

Similar Industry/Operating Model Provides business services

Logistics-centered business model

Repeatable business model and consumer facing

Competitor for Talent Attracting new employees to the Company and retaining current executives

The independent compensation consultant reviewed Aramark’s peer group in 2017 utilizing criteria similar to the

criteria used in 2015 described above and did not recommend any changes other than removing Tyco due to its

acquisition by Johnson Controls Plc. Based on our fiscal 2018 results, as compared to the peer group, our revenues

were between the 25th percentile and median, our market capitalization, operating income and enterprise value were

near or below the 25th percentile, and the number of our employees was between the median and 75th percentile.

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Peer Group and CharacteristicsThe following table sets forth characteristics of the peer group companies based on Aramark’s fiscal 2018

performance and results:

Comparable In Size Similar Industry/Operating Model

Company Name RevenueEnterprise

ValueOperating

MarginBusinessServices

Logistics

ConsumerFacing WithRepeatable

BusinessModel

CompetitorFor Talent

Carnival X X X X

C.H. Robinson Worldwide X X X X X

Darden Restaurants X X X X X

FedEx X X X X X

Hertz Global Holdings X X X X X X

Macy’s X X X X X X

Manpower X X X X X

Marriott International X X X X X X

McDonalds X X X X

MGM Resorts International X X X X

PepsiCo X X

RR Donnelley & Sons X X X X X

Starbucks X X X X

Sysco X X X X X

United Parcel Service X X X X

Waste Management X X X X

Yum! Brands X X X X

Survey DataIn evaluating the compensation of certain of our NEOs, the Compensation Committee also references certain survey

data. In 2018, the Compensation Committee referred to, in part, peer group data and a subset of the Willis Towers

Watson 2016 CDB General Industry Executive Compensation Survey – U.S. that is size-adjusted based on Aramark’s

revenue, to perform a market check of the individual components of compensation and total compensation for

Messrs. Reynolds and Kroeker and Ms. McKee. We do not consider any specific company included in the survey data

to be a material factor in the review of the compensation of our named executive officers.

Independence of the Compensation ConsultantThe Compensation Committee recognizes the importance of using an independent compensation consultant that is

appropriately qualified and that provides services solely to the Compensation Committee and not to the Company.

Since 2007, the Compensation Committee has engaged Frederic W. Cook & Co., Inc. (“FW Cook”) as its independent

consultant. It did so again in 2018.

The Compensation Committee annually reviews its relationship with FW Cook and determines whether to renew the

engagement. Only the Compensation Committee has the right to approve services to be provided by, or to terminate

the services of, FW Cook. FW Cook and its affiliates do not provide any services to the Company or any of the

Company’s affiliates other than advising the Compensation Committee on director and executive compensation.

During 2018, the Compensation Committee considered FW Cook’s independence and determined that the

engagement of FW Cook did not raise any conflict of interest or other issues that would adversely impact FW Cook’s

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independence, including using the six factors set forth in the SEC and New York Stock Exchange rules regarding

compensation advisor conflicts of interest and independence. Accordingly, the Compensation Committee determined

FW Cook to be independent and free from conflicts of interest.

Role of Independent Compensation ConsultantThe Compensation Committee’s independent compensation consultant provides the Compensation Committee with

general services related to executive and director compensation each year. These services include market

intelligence, compensation trends, suggestions about compensation program design, general views on specific

requests to the Compensation Committee from management regarding compensation program design or decisions,

the review of the peer group, benchmarking executive pay against the peer group and against the broader market

for executive talent, and an analysis of the risk profile of the compensation system. In particular years, the services

also have included thorough analyses of particular compensation issues.

Specifically, with respect to 2018 compensation decisions, FW Cook:

• Analyzed compensation levels and Market Practice to assess whether base salaries and target bonus opportunities

of our NEOs support the competitiveness of the Company’s compensation programs and were aligned with

Aramark’s performance and compensation philosophy.

• With respect to the long-term equity incentive program, recommended that beginning in fiscal 2018, the

percentage of PSUs be increased to 50% with a corresponding decrease in the percentage of stock options to 30%

and advised that the additional performance metric of ROIC be added to the PSUs.

• Reviewed Mr. Foss’s compensation compared to the peer group and analyzed his equity awards to assist the

Committee with setting his pay, linking pay to financial performance and shareholder experience and encouraging

retention.

• Recommended the retirement provisions for the NEOs’ long-term incentives beginning in fiscal 2018 and the

change in the structure of Mr. Foss’s long-term incentives subject to relative shareholder return vesting.

At the request of the Compensation Committee, a representative of FW Cook regularly attended the Compensation

Committee’s meetings in 2018. The Compensation Committee regularly reviews and evaluates its engagement of FW

Cook, and annually reviews the compensation consultant’s performance.

Executive Compensation Policies and Practices

Interaction of the Compensation Committee with Executive Officers and OthersCEO: The Compensation Committee regularly seeks input from the CEO on the performance of his direct reports

including the other NEOs and his views on how performance metrics and goals will motivate other executives and the

workforce. The Compensation Committee also discusses with the CEO matters relating to the retention of key

executives and employees and seeks his input on his performance results and his objectives.

EVP, Human Resources: The Compensation Committee regularly asks Ms. McKee, Executive Vice President, Human

Resources to attend portions of the Compensation Committee’s meetings in order to discuss compensation design

and award issues, allow her to review and respond to suggestions about compensation matters and ask for her input

about compensation decisions.

Other Executive Officers: As necessary, the Executive Vice President and Chief Financial Officer attends

Compensation Committee meetings to discuss and review financial metrics relating to our compensation programs.

Additionally, the Executive Vice President and General Counsel or the Senior Vice President and Deputy General

Counsel attend Compensation Committee meetings to advise about legal requirements and provide regulatory

updates.

In administering the annual cash and long term equity incentive plans of the Company, the Compensation Committee

approves cash and equity awards to executive officers and/or recommends such approval by the Stock Committee,

as appropriate, for purposes of obtaining certain exemptions under Rule 16b-3 of the Exchange Act and exceptions

under Section 162(m) of the Internal Revenue Code, as applicable. References in this proxy statement to actions

taken by the Compensation Committee may, in certain circumstances, refer to actions formally taken by the Stock

Committee in conjunction with additional corresponding actions taken by the full Compensation Committee.

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Long Term Incentive Grant ProceduresTiming of Awards: The Compensation Committee intends to make annual awards of long term equity incentives at

its meeting held early in each fiscal year. The Compensation Committee has in the past, and may in the future, make

limited grants of long term incentives on other dates, including to retain key employees, to compensate an employee

in connection with a promotion or to compensate newly hired executives for equity or other benefits lost upon

termination of their previous employment or to otherwise induce them to join our Company.

Grant Date and Exercise Price: The grant date of long term incentives to executives may be the date of

Compensation Committee approval or, if specified in the approval, a later date, including a date of subcommittee or

Stock Committee approval if designated by the Compensation Committee. The exercise price of option grants is the

closing market price of our common stock on the date of grant.

Stock Ownership GuidelinesThe Compensation Committee has adopted the following stock ownership guidelines to help align the interests of

each NEO with those of Aramark’s shareholders.

Executive Title Stock Ownership Guideline(1) Current Status

Mr. Foss CEO 6x annual base salary Meets or Exceeds Guideline

Mr. Bramlage Executive Vice President and CFO 3x annual base salary Meets or Exceeds Guideline

Ms. McKee Executive Vice President, HR 3x annual base salary Meets or Exceeds Guideline

Mr. Reynolds Executive Vice President and GC 3x annual base salary Meets or Exceeds Guideline

Mr. Kroeker Senior Vice President, Integration 3x annual base salary Meets or Exceeds Guideline

(1) Multiple of annual base salary. Prior to attainment, absolute value is determined annually based on then-current salary and the prior year’s

average of month-end stock closing prices.

For purposes of determining compliance with the guidelines, shares included are limited to those that are (1) directly

or indirectly beneficially owned (held indirectly, such as through family trusts or by immediate family members) or

(2) unvested restricted stock units or restricted shares. Therefore, unexercised vested and unvested stock options

and unearned or unvested PSUs or performance restricted stock are not considered when determining compliance

with the guidelines.

These guidelines require that the specified amount be attained by the fifth anniversary of the later of (1) the named

executive officer’s start date with the Company or (2) November 10, 2015 (the date this timing requirement was

adopted). If a named executive officer has not attained the guideline amount by such date, one half of all shares

delivered upon vesting of awards held by such named executive officer (net of withholding for tax obligations) must

be retained until the guideline amount has been attained.

All of our named executive officers have met and exceed their guideline amount. For example, as of December 7,

2018, our CEO held shares and RSUs with a value on such date equal to more than 34 times his annual base salary.

Prohibitions on Hedging and PledgingThe Company’s Securities Trading Policy restricts pledging and prohibits our directors, officers and employees from

engaging in hedging, speculative or other transactions that hedge or offset any decrease in the market value of

Aramark stock (including swaps, forwards, options and futures) except in certain very limited circumstances.

To date, no current director or officer has utilized any of the exceptions. None of our directors or named executive

officers or other executive officers has currently pledged Aramark stock. The Board has not approved any exceptions

for hedging transactions to date and does not currently anticipate any situation where it would do so in the future.

Compensation Risk DisclosureAs part of its responsibility to set appropriate executive compensation, the Compensation Committee annually

considers balance in the compensation program and its impact on Aramark’s risk management profile.

Specifically, in 2018, the Compensation Committee considered whether the mix of performance-based pay, the

performance metrics and the degree of difficulty of the performance goals was sufficient to encourage management

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to strive for strong performance without encouraging risk taking beyond established risk parameters. The

Compensation Committee also considered the input of its independent compensation consultant regarding the risk

profile of the compensation program as well as various factors that would mitigate risks associated with Aramark’s

compensation program. These factors include: an effective balance between the cash and equity mix and short and

long-term focus; the use of multiple performance metrics for annual incentive programs; substantial stock ownership

guidelines; a clawback policy; an anti-hedging policy; and independent committee oversight of the compensation

programs.

After discussing all such matters, the Compensation Committee determined that in relation to 2018, Aramark’s

compensation program is appropriately structured and does not motivate individuals or groups to take risks that are

reasonably likely to have a material adverse effect on the Company.

Impact of Regulatory Requirements on Executive CompensationSections 280G and 4999. Sections 280G and 4999 of the Internal Revenue Code (the “Code”) limit our ability to take

a tax deduction for certain “excess parachute payments” (as defined in the Code) and impose excise taxes on each

executive that receives “excess parachute payments” in connection with his or her severance and other payments

from us that are contingent on or in connection with a change of control.

The Compensation Committee considered the adverse tax liabilities imposed by Sections 280G and 4999, as well as

other competitive factors, when it structured certain post-termination compensation payable to our named executive

officers. The potential adverse tax consequences to us and/or the executive, however, are not necessarily

determinative factors in such decisions. Our 2007 agreement with Ms. McKee relating to employment requires us to

make a gross-up payment to compensate her for any excise taxes (and income taxes on such gross-up payment)

that she incurs under Section 4999. Subsequently, as market practices changed, the Compensation Committee

determined it would no longer provide such gross-up payments. As a result, no gross-up was provided in the

agreements entered into with Messrs. Foss, Bramlage, Reynolds and Kroeker.

Section 162(m). Section 162(m) of the Internal Revenue Code (“Section 162(m)”) generally disallows a tax deduction

to a public corporation for compensation over $1,000,000 paid in any fiscal year to a company’s chief executive

officer or other named executive officers (excluding the company’s principal financial officer, in the case of tax years

commencing before 2018). However, in the case of tax years commencing before 2018, the statute exempted

qualifying performance-based compensation from the deduction limit if certain requirements were met.

Section 162(m) was amended in December 2017 by the Tax Cuts and Jobs Act to eliminate the exemption for

performance-based compensation (other than with respect to payments made pursuant to certain “grandfathered”

arrangements entered into prior to November 2, 2017) and to expand the group of current and former executive

officers who may be covered by the deduction limit under Section 162(m). While Aramark’s shareholder approved

incentive plans were previously structured to provide that certain awards could be made in a manner intended to

qualify for the performance-based compensation exemption, that exemption will no longer be available for future tax

years (other than with respect to certain “grandfathered” arrangements as noted above). The Compensation

Committee expects in the future to authorize compensation in excess of $1,000,000 to named executive officers that

will not be deductible under Section 162(m) when it believes doing so is in the best interests of Aramark and its

shareholders.

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COMPENSATION COMMITTEE REPORTThe Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by

Item 402(b) of Regulation S-K with management. Based on such review and discussions, the Compensation

Committee recommended to the Board that the Compensation Discussion and Analysis be included in the Annual

Report on Form 10-K and in this Proxy Statement relating to our 2019 Annual Meeting of Shareholders. Submitted by

the Compensation Committee of the Board:

Stephen I. Sadove, Chairman

Lisa G. Bisaccia

Calvin Darden

Richard W. Dreiling

Sanjeev K. Mehra

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COMPENSATION TABLES

2018 Summary Compensation TableThe following tables, narrative and footnotes discuss the compensation of the Chairman, President, and Chief

Executive Officer, the Chief Financial Officer, and the three other most highly compensated executive officers in 2018,

who are referred to as named executive officers or NEOs.

Name andPrincipal position

YearSalary(1)

($)Bonus

($)

StockAwards(2)

($)

OptionAwards(3)

($)

Non-Equity

IncentivePlan

Compen-sation(4)

($)

Change inPension value

And non-QualifiedDeferred

CompensationEarnings(5)

($)

AllOther

Compen-sation(6)

($)

Total($)

Eric J. Foss,

Chairman, President and Chief

Executive Officer

2018 1,700,004 — 7,801,697 3,505,894 2,629,400 4,160 317,753 15,958,908

2017 1,700,000 — 6,388,467 4,467,809 3,451,900 3,239 313,583 16,324,998

2016 1,700,000 — 6,516,166 4,575,843 3,726,000 2,355 530,648 17,051,012

Stephen P. Bramlage,

EVP and Chief

Financial Officer

2018 695,656 — 1,470,062 630,000 546,900 755 45,898 3,389,271

2017 648,720 — 960,034 640,007 671,000 382 61,689 2,981,832

2016 609,000 — 960,008 640,002 670,700 68 415,031 3,294,809

Lynn B. McKee,

EVP, Human Resources

2018 700,227 — 1,120,024 480,008 541,500 14,692 55,634 2,912,084

2017 695,831 — 960,034 640,007 710,900 13,709 58,382 3,078,863

2016 679,804 — 960,008 640,002 748,700 12,682 74,888 3,116,084

Stephen R. Reynolds,

EVP, General Counsel

and Secretary

2018 543,876 — 1,120,024 480,008 420,600 2,435 28,356 2,595,298

2017 540,553 — 960,034 640,007 552,200 1,942 36,595 2,731,331

2016 528,003 — 960,008 640,002 581,500 1,467 61,592 2,772,572

Harrald Kroeker

Senior Vice President,

Integration

2018 548,890 — 840,059 360,001 360,800 — 21,313 2,131,063

2017 545,541 — 720,042 480,003 473,700 — 24,669 2,243,955

2016 532,875 — 510,026 340,001 498,800 — 24,479 1,906,181

(1) For fiscal years 2016, 2017 and 2018, Messrs. Foss, Bramlage and Reynolds and Ms. McKee each deferred a portion of their salaries under the 2007

Savings Incentive Retirement Plan. These amounts are reflected in the Salary column, and for fiscal 2018 are reflected in the Non-Qualified

Deferred Compensation Table for Fiscal Year 2018.

(2) Includes the aggregate grant date fair value of restricted stock units, performance stock units and performance stock awards granted in the

respective fiscal year computed in accordance with FASB ASC Topic 718. For performance stock units and performance stock awards, the grant

date fair value reported is based upon the probable outcome of the performance condition at the grant date as described in the table below,

which also identifies the grant date fair value at the highest level of performance:

Fiscal 2016 Grants Fiscal 2017 Grants Fiscal 2018 Grants

ProbableOutcome ($)

HighestLevel of

Performance($)

ProbableOutcome

($)

HighestLevel of

Performance($)

ProbableOutcome ($)

HighestLevel of

Performance($)

Eric J. Foss $4,344,100 $8,688,200 $4,258,978 $ 8,517,956 $5,572,642 $ 11,145,284

Stephen P. Bramlage $ 640,005 $ 1,280,011 $ 640,022 $1,280,044 $1,050,033 $2,100,066

Lynn B. McKee $ 640,005 $ 1,280,011 $ 640,022 $1,280,044 $ 800,011 $1,600,022

Stephen R. Reynolds $ 640,005 $ 1,280,011 $ 640,022 $1,280,044 $ 800,011 $1,600,022

Harrald Kroeker $ 340,017 $ 680,034 $ 480,017 $ 960,034 $ 600,019 $1,200,038

With regard to Mr. Foss, the table immediately above does not include certain awards granted in fiscal years 2016, 2017 and 2018 that are subject

only to time-based and market-based conditions (relative total shareholder return), because these awards are not subject to any performance-

based conditions that would vary the number of shares that vest if the relative total shareholder return condition is achieved. The grant date fair

value of awards with market-based conditions is determined based on a Monte Carlo simulation model for market-based total shareholder return.

For additional information on the valuation assumptions and more discussion with respect to the valuation of equity awards, refer to Note 10 to

the audited consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended September 28, 2018.

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(3) Includes the aggregate grant date fair value of stock option awards granted in the respective fiscal year computed in accordance with FASB ASC

Topic 718. With regard to Mr. Foss, a portion of the stock options granted in fiscal years 2016, 2017 and 2018 have a market-based condition

(relative total shareholder return). These options are not subject to any performance-based conditions that would vary the number of options

that vest if the relative total shareholder return condition is achieved. The grant date fair value of these options with market-based conditions is

determined based on a Monte Carlo simulation model for market-based total shareholder return. For additional information on the valuation

assumptions and more discussion with respect to the stock options, refer to Note 10 to the audited consolidated financial statements in our

Annual Report on Form 10-K for the fiscal year ended September 28, 2018.

(4) Includes payment under the Senior Executive Bonus Plan for each of Messrs. Foss, Bramlage, Reynolds and Kroeker (with regard to fiscal years

2017 and 2018) and Ms. McKee and payment for Mr. Kroeker, with regard to fiscal year 2016, under the Management Bonus Plan.

(5) Includes amounts earned on deferred compensation in excess of 120% of the applicable federal rate, based upon the above-market return at the

time the rate basis was set.

(6) The following are included in this column for 2018:

a. The aggregate incremental cost to us of the following perquisites: car allowance, premium payments for disability insurance, premium

payments for an excess health insurance plan, payments for an executive physical, parking fees paid by the Company, financial planning and,

for Messrs. Foss and Bramlage, personal use of Company-owned tickets or the Company-owned suite at sports stadiums and arenas and, for

Mr. Foss, costs associated with personal use of the Company aircraft and/or personal use of the Company’s fractional ownership of an

additional aircraft and personal use of a Company-provided car and driver.

b. With regard to Mr. Foss, $250,000 for Mr. Foss’s personal use of the Company aircraft and personal use of the Company’s fractional

ownership of an additional aircraft. Pursuant to a resolution adopted by the Compensation Committee and an Aircraft Time Sharing

Agreement entered into between Mr. Foss and the Company, Mr. Foss reimburses the Company for the amount by which the aggregate

incremental cost to the Company attributable to his personal use of the Company aircraft exceeds $250,000 per year. The calculation of

incremental cost for personal use of Company aircraft includes the variable costs incurred as a result of his personal flight activity, including

charges for aircraft fuel, landing fees, and any travel expenses for the flight crew. The variable costs for the Company’s fractional ownership

share include the regular hourly charge, the fuel variable charge, international flat fees and other fees. Mr. Foss is not reimbursed by the

Company for any personal income taxes associated with his personal use of the Company aircraft or the Company’s fractional ownership

share.

c. Premium payments for term life insurance or the Survivor Income Protection Plan as follows: for Mr. Foss, $1,176, for Mr. Bramlage, $1,176, for

Ms. McKee, $7,523, for Mr. Reynolds, $1,176 and for Mr. Kroeker, $1,176.

d. Amounts that constitute the Company match to the Savings Incentive Retirement Plan for fiscal 2018 of $4,625 for each of Messrs. Foss,

Bramlage and Reynolds and Ms. McKee.

e. The dollar value of dividend equivalents accrued or credited on certain restricted stock units and performance stock units granted prior to

February 5, 2014 (the date the Company announced the payment of its first quarterly dividend), where dividends were not factored into the

grant date fair value required to be reported for such awards. The total value of dividend equivalents accrued on restricted stock units and

performance stock units for the executive officers during fiscal 2018, in each case for awards granted prior to February 5, 2014, is as follows:

for Mr. Foss, $2,915, for Ms. McKee, $117, for Mr. Reynolds, $94, and for Mr. Kroeker, $405. For awards granted on or after February 5, 2014,

the value of dividend equivalents credited or otherwise allocated to restricted stock units or performance stock units in the form of

additional units with the same vesting terms as the original awards is not included in the “All Other Compensation” column because their

value is factored into the grant date fair value of awards. Additional units awarded in connection with dividend adjustments are subject to

vesting and delivery conditions as part of the underlying awards.

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Grants of Plan-Based Awards for Fiscal Year 2018The following table provides information about equity and non-equity awards granted to our named executive

officers in fiscal 2018.

Estimated FuturePayouts under

Non-Equity IncentivePlan Awards(2) ($)

Estimated FuturePayouts under

Equity IncentivePlan Awards (#)

AllOtherStock

Awards:Number

ofShares ofStock or

Units

AllOther

OptionAwards:Number

ofSecuritiesUnderlying

Options

Exerciseor BasePrice ofOptionAwards($/sh)

GrantDateFair

Value ofStock and

OptionAwards(3)Name Type(1)

GrantDate

CommitteeMeeting

DateThres-hold Target

Maxi-mum

Thres-hold Target

Maxi-mum

Foss ACI 850,000 3,400,000 10,000,000

NQSOs(4) 11/16/2017 11/1/2017 339,429 $40.74 $2,970,004

PSUs(5) 11/16/2017 11/1/2017 60,752 121,503 243,006 $4,950,032

RSUs(6) 11/16/2017 11/1/2017 48,601 $ 1,980,005

TSR_NQSOs(7) 11/16/2017 11/1/2017 102,858 $40.74 $ 535,890

TSR_PSUs(8) 11/16/2017 11/1/2017 18,410 36,819 73,638 $ 622,609

TSR_PSUs(9) 11/16/2017 11/1/2017 14,728 $ 249,050

Bramlage ACI 176,807 707,227 1,379,093

NQSOs(4) 11/16/2017 11/1/2017 72,000 $40.74 $ 630,000

PSUs(5) 11/16/2017 11/1/2017 12,887 25,774 51,548 $ 1,050,033

RSUs(6) 11/16/2017 11/1/2017 10,310 $ 420,029

McKee ACI 175,058 700,232 1,365,452

NQSOs(4) 11/16/2017 11/1/2017 54,858 $40.74 $ 480,008

PSUs(5) 11/16/2017 11/1/2017 9,819 19,637 39,274 $ 800,011

RSUs(6) 11/16/2017 11/1/2017 7,855 $ 320,013

Reynolds ACI 135,967 543,869 1,060,545

NQSOs(4) 11/16/2017 11/1/2017 54,858 $40.74 $ 480,008

PSUs(5) 11/16/2017 11/1/2017 9,819 19,637 39,274 $ 800,011

RSUs(6) 11/16/2017 11/1/2017 7,855 $ 320,013

Kroeker ACI 116,639 466,555 909,782

NQSOs(4) 11/16/2017 11/1/2017 41,143 $40.74 $ 360,001

PSUs(5) 11/16/2017 11/1/2017 7,364 14,728 29,456 $ 600,019

RSUs(6) 11/16/2017 11/1/2017 5,892 $ 240,040

(1) ACI = Annual Cash Incentive; NQSO = Non-Qualified Stock Option; RSU = Restricted Stock Unit; PSU = Performance Stock Unit; TSR = Total

Shareholder Return (Outperformance award).

(2) The amounts represent the threshold, target, and maximum payouts under the Management Bonus Plan for the 2018 performance period which

serves as the basis for the annual cash incentive payments under the Senior Executive Bonus Plan in which Messrs. Foss, Bramlage, Reynolds and

Kroeker and Ms. McKee participated in 2018. With regard to Mr. Foss, the maximum shown is the maximum allowed under the Senior Executive

Bonus Plan. The maximum bonuses under the Senior Executive Bonus Plan for fiscal 2018 as a percentage of the aggregate bonus amount under

the Senior Executive Bonus Plan are: for Mr. Foss, 54%; for Mr. Bramlage, 14%; and for each of Messrs. Reynolds and Kroeker and Ms. McKee, 11%.

(3) This column shows the full grant date fair value of non-qualified stock options, restricted stock units and performance stock units granted to our

named executive officers in fiscal 2018 under FASB ASC Topic 718. The grant date fair value for performance stock units granted in fiscal 2018

assumes achievement of the target amount. For additional information on the valuation assumptions, refer to Note 10 to our audited consolidated

financial statements in our Annual Report on Form 10-K for the fiscal year ended September 28, 2018. These amounts do not correspond to the

actual value that will be received by the named executive officers.

(4) These stock options were granted under the 2013 Stock Plan, vest annually 25% per year over four years and have a ten-year term, subject to the

grantee’s continued employment with the Company.

(5) These performance stock units were granted under the 2013 Stock Plan and vest at the end of fiscal 2020, provided that the performance targets,

based on adjusted earnings per share and ROIC, are met for the three-year period ending October 2, 2020.

(6) These restricted stock units were granted under the 2013 Stock Plan and vest annually 25% per year over four years, subject to the grantee’s

continued employment with the Company.

(7) These performance based non-qualified stock options are subject to the achievement of a relative TSR performance target for the three-year

period ending October 2, 2020 and will vest following the completion of fiscal year 2020, provided that the performance target is met.

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(8) These performance stock units are subject to the achievement of a relative TSR performance target for the three-year period ending October 2,

2020, and performance targets based on adjusted earnings per share and ROIC for the three-year period ended October 2, 2020 and will vest

following the completion of fiscal year 2020, provided that the performance targets are met.

(9) These performance stock units are subject to the achievement of a relative TSR performance target for the three-year period ending October 2,

2020 and will vest following the completion of fiscal year 2020, provided that the performance target is met.

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Outstanding Equity Awards at 2018 Fiscal Year-EndThe following table provides information with respect to outstanding equity awards held by our named executive

officers at 2018 fiscal year-end.

Option Awards Stock Awards

Name Type

Number ofSecuritiesUnderlying

UnexercisedOptions(#)

Exercisable(1)

Number ofSecurities

UnderlyingUnexercisedOptions(#)

Unexercisable(2)

EquityIncentive

PlanAwards:


UnexercisedUnearnedOptions

(#)

OptionExercise

Price

OptionExpiration

Date

Numberof

Sharesor

Units ofStock That

HaveNot

Vested(#)

MarketValue ofShares orUnits of

Stock ThatHave NotVested

EquityIncentive

PlanAwards:Number

ofUnearned

Shares,Units orOtherRightsThatHaveNot

Vested(#)

EquityIncentive

PlanAwards:

Market orPayout

Value ofUnearned

Shares,Units orOtherRights

That HaveNot

Vested($)

Foss(8) NQSOs 1,450,000 — — $ 13.90(4) 6/6/2022 — — — —

NQSOs 1,247,638 — — $ 16.21 6/20/2023 — — — —

NQSOs 342,998 — — $ 16.21 7/31/2022 — — — —

NQSOs 770,417 — — $ 23.92 12/20/2023 — — — —

NQSOs 470,445 156,817 — $ 28.66 11/19/2024 — — — —

NQSOs 209,080 209,083 — $ 32.65 11/20/2025 — — — —

NQSOs 117,021 351,065 141,844(3) $ 34.08 11/18/2026 — — — —

NQSOs — 339,429 102,858(3) $ 40.74 11/16/2027 — — — —

PSAs(5) — — — — — — — 151,410 $ 6,513,658

PSUs(6) — — — — — — — 192,824 $8,295,277

RSUs(7) — — — — — 148,620 $6,393,617 — —

Bramlage NQSOs 67,416 22,472 — $ 31.40 4/6/2025 — — — —

NQSOs 33,790 33,792 — $ 32.65 11/20/2025 — — — —

NQSOs 18,912 56,739 — $ 34.08 11/18/2026 — — — —

NQSOs — 72,000 — $ 40.74 11/16/2027 — — — —

PSAs(5) — — — — — — — 18,780 $ 807,916

PSUs(6) — — — — — — — 26,041 $ 1,120,269

RSUs(7) — — — — — 25,983 $ 1,117,778 — —

McKee(8) NQSOs 100,000 — — $ 9.48(4) 3/2/2020 — — — —

NQSOs 250,000 — — $ 11.63(4) 6/22/2021 — — — —

NQSOs 94,518 — — $ 16.21 7/9/2023 — — — —

NQSOs 25,828 — — $ 16.21 7/31/2021 — — — —

NQSOs 30,817 — — $ 23.92 12/20/2023 — — — —

NQSOs 57,900 19,302 — $ 28.66 11/19/2024 — — — —

NQSOs 33,790 33,792 — $ 32.65 11/20/2025 — — — —

NQSOs 18,912 56,739 — $ 34.08 11/18/2026 — — — —

NQSOs — 54,858 — $ 40.74 11/16/2027 — — — —

PSAs(5) — — — — — — — 18,780 $ 807,916

PSUs(6) — — — — — — — 19,840 $ 853,523

RSUs(7) — — — — — 23,109 $ 994,158 — —

Reynolds NQSOs 62,500 — — $ 14.99 12/5/2022 — — — —

NQSOs 18,906 — — $ 16.21 7/9/2023 — — — —

NQSOs 55,484 — — $ 16.21 7/31/2023 — — — —

NQSOs 24,654 — — $ 23.92 12/20/2023 — — — —

NQSOs 57,900 19,302 — $ 28.66 11/19/2024 — — — —

NQSOs 33,790 33,792 — $ 32.65 11/20/2025 — — — —

NQSOs 18,912 56,739 — $ 34.08 11/18/2026 — — — —

NQSOs — 54,858 — $ 40.74 11/16/2027 — — — —

PSAs(5) — — — — — — — 18,780 $ 807,916

PSUs(6) — — — — — — — 19,840 $ 853,523

RSUs(7) — — — — — 23,109 $ 994,158 — —

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Option Awards Stock Awards

Name Type


UnexercisedOptions(#)

Exercisable(1)

Number ofSecurities

UnderlyingUnexercisedOptions(#)

Unexercisable(2)

EquityIncentive

PlanAwards:


UnexercisedUnearnedOptions

(#)

OptionExercise

Price

OptionExpiration

Date

Numberof

Sharesor

Units ofStock That

HaveNot

Vested(#)

MarketValue ofShares orUnits of

Stock ThatHave NotVested

EquityIncentive

PlanAwards:Number

ofUnearned

Shares,Units orOtherRightsThatHaveNot

Vested(#)

EquityIncentive

PlanAwards:

Market orPayout

Value ofUnearned

Shares,Units orOtherRights

That HaveNot

Vested($)

Kroeker NQSOs 42,808 — — $ 20.00 12/11/2023 — — — —

NQSOs 36,186 12,065 — $ 28.66 11/19/2024 — — — —

NQSOs 17,950 17,953 — $ 32.65 11/20/2025 — — — —

NQSOs 14,184 42,554 — $ 34.08 11/18/2026 — — — —

NQSOs — 41,143 — $ 40.74 11/16/2027 — — — —

PSAs(5) — — — — — — — 14,085 $ 605,937

PSUs(6) — — — — — — — 14,880 $ 640,153

RSUs(7) — — — — — 15,864 $ 682,483 — —

(1) The amounts in this column are time vesting and performance based options that have vested, generally based on the vesting schedules

described below in footnote 2, provided that a certain portion of these options which were subject to performance conditions may have vested

at an earlier or later time when such performance conditions were satisfied.

(2) These are options subject to time vesting and, other than as set forth below, vest 25% per year over four years from the date of grant, provided

that the named executive officer is still employed, with certain exceptions (disability, retirement or death). See “Potential Post-Employment

Benefits”. Other than as set forth below, all options were granted on the date that is ten years prior to the listed expiration date. Certain options

included in this column were granted in connection with an equity exchange offer in fiscal 2013 and have vesting schedules based upon the

original vesting schedule of the award that was exchanged, as set forth below.

Name Expiration Date Grant Date Vesting Schedule

McKee July 31, 2021 July 31, 2013 One-third on each of December 15, 2013, 2014 and 2015

Foss July 31, 2022 July 31, 2013 25% on each of December 15, 2013, 2014, 2015 and 2016

Reynolds July 31, 2023 July 31, 2013 20% vested on grant and 20% vest on each of December 15, 2013, 2014, 2015 and 2016

(3) These are stock options subject to a relative TSR market condition for a three-year period as outlined below and are not eligible to vest until the

end of the performance period.

Name Award DateNumber of Securities Underlying

Unexercised Unearned Options (#)Performance Period

End Date

Foss 11/18/2016 141,844 9/27/2019

11/16/2017 102,858 10/2/2020

(4) Exercise price reflects the reduction of $1.06 per share, in connection with the spin-off of Seamless Holdings by the Company on October 26,

2012.

(5) Unless otherwise noted, these are shares of performance restricted stock, subject to a three-year cumulative adjusted EPS performance target,

that are not eligible to vest prior to the end of the performance period which ends on September 27, 2019, and vest provided that the named

executive officer is still employed on such date with certain exceptions (disability, retirement or death). See “Potential Post-Employment

Benefits”. Performance restricted stock awards do not accrue dividend equivalents, but instead accrue cash dividends to be delivered only upon

vesting of the underlying shares. In all cases, outstanding awards are reflected at target. The awards vest between 50% and 200% of target

amount based on actual performance during the performance periods, assuming the threshold performance requirement is met. With regard to

Mr. Foss, includes 35,212 shares of performance restricted stock that are also subject to a relative TSR market condition within the same

performance period.

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(6) Unless otherwise noted, these are performance stock units, subject to equally weighted three-year cumulative adjusted EPS and ROIC

performance conditions, that are not eligible to vest prior to the end of the performance period which ends on October 2, 2020, and vest

provided that the named executive officer is still employed on such dates with certain exceptions (disability, retirement or death). See “Potential

Post-Employment Benefits”. Performance stock units do accrue dividend equivalent units that are delivered only upon vesting of the underlying

shares and such dividend equivalent units are included in the table. In all cases, outstanding awards are reflected at target. The awards vest

between 50% and 200% of target amount based on actual performance during the performance periods, assuming the threshold performance

requirement is met. With regard to Mr. Foss, 37,200 of these performance stock units are also subject to a relative TSR market condition within

the same performance period. Additionally, with regard to Mr. Foss, includes performance stock units that may only vest at target subject to a

relative TSR market condition within the performance periods defined below:

Name Award DateNumber of Unearned Shares or

Units (#)Performance Condition

Performance PeriodEnd Date

Foss 11/18/2016 17,983* TSR 9/27/2019

11/16/2017 14,880* TSR 10/2/2020

* These awards vest at target assuming the TSR performance condition is met, otherwise they are forfeited.

(7) These are restricted stock units that are subject to time-vesting conditions and vest in four equal annual installments, provided that the named

executive officer is still employed by us on such dates, with certain exceptions (disability, retirement or death). See “Potential Post-Employment

Benefits”. The number of restricted stock units listed includes dividend equivalents accrued with respect to such award:

Name Award DateNumber of Shares orUnits of Stock That

Have Not Vested (#)Name Award Date

Number of Shares orUnits of Stock That

Have Not Vested (#)

Foss 11/19/2014 23,689 Reynolds 11/19/2014 2,917

11/20/2015 31,318 11/20/2015 5,062

11/18/2016 44,509 11/18/2016 7,194

11/16/2017 49,104 11/16/2017 7,936

Bramlage 4/6/2015 3,310 Kroeker 11/19/2014 1,825

11/20/2015 5,062 11/20/2015 2,691

11/18/2016 7,194 11/18/2016 5,396

11/16/2017 10,417 11/16/2017 5,953

McKee 11/19/2014 2,917

11/20/2015 5,062

11/18/2016 7,194

11/16/2017 7,936

(8) If a participant’s service with the Company or any of its subsidiaries terminates due to retirement (as defined in the 2013 Stock Plan), the

installment of stock options and restricted stock units that are scheduled to vest on the next vesting date following such termination will

immediately vest. With regard to performance based awards, a participant is entitled to a portion of the award proportionate to the timing of the

retirement and performance period (subject to achievement of the performance targets). Only Mr. Foss and Ms. McKee are retirement eligible as

of the end of fiscal 2018. For information on the value of equity awards which would have vested upon retirement as of the end of fiscal 2018, see

the table of estimated payments presented in “Potential Post-Employment Benefits” below.

Option Exercises and Stock Vested Table for Fiscal Year 2018The following table sets forth information with respect to the named executive officers concerning the exercise of

options and the vesting of restricted stock units, performance stock units, and shares of performance restricted stock

in fiscal 2018.

Name Option Awards Stock AwardsNumber Of Shares

Acquired OnExercise (#)

Value Realized OnExercise ($)

Number Of SharesAcquired On

Vesting(1)(2) (#)

Value Realized OnVesting(3) ($)

Foss — — 386,550 $16,370,527

Bramlage — — 89,047 $ 3,659,108

McKee — — 55,778 $ 2,365,423

Reynolds — — 55,555 $ 2,355,876

Kroeker — — 35,104 $ 1,487,529

(1) This column includes restricted stock units, performance stock units and shares of performance restricted stock that have vested during the fiscal

year. For restricted stock units and performance stock units, the number of shares acquired on vesting includes dividend equivalents.

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5912_TXT.pdf 62

(2) For each named executive officer, shares actually delivered upon vesting of restricted stock units, performance stock units and shares of

performance restricted stock were net of amounts withheld related to taxes.

(3) Value realized on vesting is calculated based upon the closing price of our common stock on the NYSE at the date of exercise or vesting, as

applicable and includes accrued cash dividends, where applicable.

Pension Benefits for Fiscal 2018No named executive officer participated in a pension benefit plan during fiscal 2018.

Non-Qualified Deferred Compensation for Fiscal Year 2018Our named executive officers are eligible to participate in two deferred compensation plans: the 2007 Savings

Incentive Retirement Plan and the 2005 Deferred Compensation Plan, each of which is discussed in further detail

below. Ms. McKee participated in predecessor plans to the 2007 Savings Incentive Retirement Plan and retains

balances in these older plans, all of which are reflected in the table.

NameExecutive

Contributionsin Last FY(1) ($)

RegistrantContributions

in Last FY(2) ($)

AggregateEarnings in

Last FY(3) ($)

AggregateWithdrawals/

Distributions ($)

AggregateBalanceAt Last

FYE(3)(4) ($)

Foss

2007 SIRP 102,000 4,625 26,916 — 694,019

2005 Deferred Comp Plan — — — — —

Bramlage

2007 SIRP 46,792 4,625 4,886 — 145,791


McKee

2007 SIRP 42,014 4,625 95,057 — 2,276,378


Reynolds

2007 SIRP 48,949 4,625 13,665 — 353,645

2005 Deferred Comp Plan — — 2,087 — 49,392

Kroeker

2007 SIRP — — — — —


(1) All amounts in this column were deferred under the 2007 Savings Incentive Retirement Plan during fiscal 2018; such amounts are included in the

named executive officer’s salary amount in the Summary Compensation Table.

(2) These amounts constitute the Company matching contributions to the 2007 Savings Incentive Retirement Plan for fiscal 2018, which were made

in November 2018. These amounts are reported in the All Other Compensation column of the Summary Compensation Table.

(3) To the extent that participants’ earnings on their account balances for the 2007 Savings Incentive Retirement Plan and the 2005 Deferred

Compensation Plan exceeded 120% of the applicable federal rate, those excess earnings were reported in the Change in Pension Value and

Non-Qualified Deferred Compensation Earnings column of the Summary Compensation Table as follows: for Mr. Foss, $4,160, for Mr. Bramlage,

$755, for Ms. McKee, $14,692, and for Mr. Reynolds, $2,435.

(4) The Aggregate Balance at Fiscal Year End includes amounts that were reported in the Summary Compensation Table for the last three fiscal

years as follows: for Mr. Foss, $336,142, for Mr. Bramlage, $90,760, for Ms. McKee, $189,332, and for Mr. Reynolds, $175,326.

The 2007 Savings Incentive Retirement Plan enables our named executive officers to defer up to 25% of their base

salaries, which become our unfunded deferral obligations. We credit the deferral amounts with interest at the

Moody’s Long Term Corporate Baa Bond Index rate for October of the previous year, which was 4.32% beginning

January 1, 2018. From October 1, 2017 until December 31, 2017, we credited amounts deferred with an interest rate

equal to 4.38%. Employees who participate in the 2007 Savings Incentive Retirement Plan are eligible to receive a

Company matching contribution equal to 25-75% of the first 6% of their salary deferred up to the Internal Revenue

Code maximum deferral limit ($18,500 for fiscal 2018). This match is intended to replicate what the employee would

have received if he or she had been able to participate in our 401(k) plans. For fiscal 2018, the Company matching

contribution was 25%. Participants in the Savings Incentive Retirement Plan may only make account withdrawals if

there occurs an unforeseeable emergency as defined in the plan and the withdrawal is approved by the plan

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5912_TXT.pdf 63

administrative committee. Company match amounts are not available for a hardship withdrawal. The 2007 Savings

Incentive Retirement Plan is settled in cash following termination of employment and in compliance with certain

requirements of Section 409A of the Internal Revenue Code.

Named executive officers may defer receipt of part or all of their cash compensation under our 2005 Deferred

Compensation Plan. The 2005 Deferred Compensation Plan allows executives to save for retirement in a tax-deferred

way at minimal cost to us. Under this unfunded Plan, amounts deferred by the executive are credited with interest at

the Moody’s Long Term Corporate Baa Bond Index rate for October of the previous year, which was 4.32% beginning

January 1, 2018. From October 1, 2017, until December 31, 2017, we credited amounts deferred with an interest rate

equal to 4.38%. The 2005 Deferred Compensation Plan permits participants to select a payment schedule at the time

they make their deferral election, subject to a three-year minimum deferral period as long as the participant remains

employed by us. All or a portion of the amount then credited to a deferral account may be withdrawn, if the

withdrawal is necessary in light of a severe financial hardship.

The interest rate for both the 2007 Savings Incentive Retirement Plan and the 2005 Deferred Compensation Plan will

be adjusted on January 1, 2019, based on the Moody’s Long Term Corporate Baa Bond Index rate for October 2018

which is 5.07%.

Potential Post-Employment BenefitsOur named executive officers may be eligible to receive benefits in the event their employment is terminated (1) upon

their retirement, disability or death, (2) by Aramark without cause (or by the executive in certain cases of “good

reason”), or (3) in certain circumstances following a change of control. The amount of benefits will vary based on the

reason for the termination.

The following sections present a discussion and calculations, as of September 28, 2018, of the estimated benefits the

named executive officers would receive in these situations. Although the calculations are intended to provide

reasonable estimates of the potential benefits, they are based on numerous assumptions discussed in the footnotes

to the table and may not represent the actual amount an executive would receive if an eligible termination event

were to occur.

Each of our named executive officers has entered into an agreement relating to employment and post-employment

competition, which we refer to herein as an employment agreement. In addition to the amounts disclosed in the

following sections, each of our named executive officers would retain the amounts which he or she has earned or

accrued over the course of his or her employment prior to the termination event, such as the executive’s balances

under our deferred compensation plans and previously vested equity awards. For further information about

previously earned and accrued amounts, see “Summary Compensation Table,” “Outstanding Equity Awards at 2018

Fiscal Year-End” and “Non-Qualified Deferred Compensation for Fiscal Year 2018.”

Mr. Foss

Termination without Cause / Resignation for Good Reason in the Absence of a Change of Control

If Mr. Foss is terminated without cause or resigns for good reason in the absence of a change of control (as defined in

his agreement and described below), he will be entitled to the following payments and benefits:

• a pro rata bonus for the year of termination based upon actual performance;

• continued payment of his base salary for 24 months;

• two times the prior year’s bonus (if any) paid over 24 months;

• continued participation in the Company’s basic medical and life insurance programs on the same terms as prior to

termination for a period of 24 months, both for Mr. Foss and for his dependents;

• continued payment of his car allowance for 24 months;

• immediate vesting of time-vesting stock options that would have vested during the 24-month period following his

termination; and

• all of his vested stock options (including those that immediately vest as described above), with 90 days following

termination of employment to exercise, with all other unvested equity awards automatically canceled.

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5912_TXT.pdf 64

Termination without Cause / Resignation for Good Reason in Relation to a Change of Control

Our employment agreement with Mr. Foss also contains a “double trigger” change of control termination provision. If

we terminate Mr. Foss’s employment at any time during the three-year period following a change of control (or his

employment is terminated prior to such change of control either at the request of a party to the change of control

transaction or otherwise in connection with or in anticipation of such change of control which subsequently occurs)

by the Company without cause or he resigns for good reason (as defined in his agreement and described below),

Mr. Foss would receive the following payments and benefits (in lieu of those described above):

• two times his base salary in effect on the date of the change of control or on the date of termination, whichever is

higher, payable over 24 months;

• two times the higher of his annual target bonus in effect on the date of the change of control or his most recent

annual bonus, whichever is higher, payable over 24 months;

• a pro-rata portion of his annual target bonus in effect on the date of the change of control or on the date of

termination, whichever is higher, in a lump sum;

• continued participation in our medical (for Mr. Foss and his dependents), life and disability insurance programs on

the same terms as in effect immediately prior to his termination, for a period of 24 months;

• outplacement counseling in an amount not to exceed 20% of his base salary, for a period of 24 months;

• continued payment of his car allowance, if provided at the time of termination, for a period of 24 months; and

• accelerated vesting of outstanding equity-based awards (as described below under “Change of Control Vesting of

Equity Awards”) or retirement plan benefits as is specified under the terms of the applicable plans.

Termination for Cause / Resignation without Good Reason

Upon termination for cause or resignation without good reason, Mr. Foss is not entitled to any severance benefits

under his employment agreement and all vested stock options (on termination for cause) and unvested equity

awards held by him would be immediately canceled. Termination for cause as defined in his employment agreement

means termination of employment due to conviction or plea of guilty or nolo contendere to a felony or a

misdemeanor involving moral turpitude that has a substantial adverse effect on Mr. Foss’s qualifications or his ability

to perform his duties, willful and continuous failure to perform his duties after written notice, willful and continuous

failure to perform lawfully assigned duties that are consistent with his position with the Company, willful violation of

our Business Conduct Policy that causes material harm to us or our reputation or intentionally working against our

best interests, in each case after notice and failure to cure the conduct within 15 business days.

Retirement, Death or Disability

Mr. Foss does not receive any special severance benefits upon retirement, disability or death, other than those under

life insurance policies in the case of death. With regard to his equity awards, upon retirement, death or disability,

Mr. Foss is eligible to vest in one additional tranche of time-vesting equity awards, performance stock options, and

performance stock units or performance stock awards (“Performance Awards”) (subject to the achievement of the

applicable performance target(s)) that are scheduled to vest in the year following retirement, death or disability,

except that with respect to Performance Awards, if the date of termination due to retirement, death or disability

occurs prior to the end of the performance period, then a portion of such award equal to 1/3 if such termination

occurs in the first fiscal year, 2/3 if such termination occurs in the second fiscal year and the entire amount if such

termination occurs in the third fiscal year, in each case, of the Performance Awards will become vested on the

original vesting date (subject to achievement of the applicable performance target(s)). In addition, vested stock

options remain exercisable for one year following termination of employment due to death, disability or retirement.

Beginning for awards granted in fiscal 2018, if Mr. Foss is at least 62 years old and gives the Company at least one

year’s written notice of his intent to retire, then upon such a retirement with notice, all of Mr. Foss’s outstanding,

unvested equity awards will remain outstanding and eligible to vest on their original terms (with the vesting of

performance based equity incentives to remain subject to the achievement of the relevant performance condition),

without regard to a requirement that Mr. Foss remain in service with the Company. Additionally, in such event of

retirement with notice, any vested stock options granted beginning in fiscal 2018 would remain exercisable for up to

three years following the later of such retirement with notice or applicable vesting date.

Change of Control Vesting of Equity Awards

In the event of a change of control with respect to equity awards granted under the 2013 Stock Plan, upon a

termination without cause (or, if applicable, a resignation for good reason) during the two-year period following a

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5912_TXT.pdf 65

change of control, all time-vesting equity awards become immediately vested and all Performance Awards will

become vested (i) at the target level if the termination date occurs prior to the end of the performance period and

(ii) based on the actual performance level if the termination date occurs on or after the end of the performance

period; provided that in the case of equity awards granted subject to the achievement of a relative total shareholder

return condition, the vesting will remain subject to the achievement of such condition.

280G Golden Parachute Provisions

Mr. Foss’s agreement provides that if any payments to Mr. Foss in connection with a change of control of the

Company would constitute excess parachute payments that are subject to excise taxes under Section 4999 of the

Internal Revenue Code, such payments will be subject to a reduction to avoid any such excise taxes that may be due,

if such reduction results in Mr. Foss retaining a greater after-tax amount than if Mr. Foss received the full unreduced

amount and paid all taxes (including the excise taxes) due. Mr. Foss is not eligible to receive a gross-up payment in

respect of any such excise taxes he may pay. If a change of control were to have occurred at the end of fiscal 2018,

excise tax would not have been imposed on Mr. Foss.

Restrictive Covenants

Mr. Foss is subject to (i) non-disclosure and non-disparagement obligations and (ii) non-competition and

non-solicitation provisions for the two-year period following his termination of employment for any reason.

Good Reason Definition

Good reason is defined in Mr. Foss’s employment agreement as:

• any diminution in title or reporting relationships, or substantial diminution in duties or responsibilities (other than

solely as a result of a change of control after which we are no longer publicly held or independent) including the

requirement that he report to any person or entity other than the Board;

• reduction in base salary or target annual bonus opportunity, other than, prior to a change of control, an

across-the-board reduction applicable to all senior executives;

• the relocation of his principal place of employment by more than 35 miles in a direction further away from his

current residence;

• a material decrease in his employee benefits in the aggregate; or

• failure to pay or provide (in any material respect) the compensation and benefits under his employment letter

agreement or his employment agreement.

Mr. Foss must provide written notice that he is resigning for good reason within 90 days of becoming aware of the

existence of good reason and the Company then has 30 days to cure such condition constituting good reason. If the

event or condition is not cured, Mr. Foss has 30 days from the end of the cure period to resign for good reason.

Messrs. Bramlage and Reynolds and Ms. McKee

Termination without Cause / Resignation for Good Reason in the Absence of a Change of Control

If we terminate Messrs. Bramlage or Reynolds or Ms. McKee without cause, he or she will receive:

• severance payments equal to his or her monthly base salary for 18 months made in the course of our normal payroll

cycle;

• participation in our basic medical and life insurance programs during the period over which he or she receives

severance payments, with the employee’s share of premiums deducted from the severance payments;

• continuation of his or her car allowance payments during the severance period; and

• all of his or her vested stock options, with 90 days following termination of employment to exercise, with all other

unvested equity awards automatically canceled.

Termination without Cause / Resignation for Good Reason in Relation to a Change of Control

Our employment agreements with Messrs. Bramlage and Reynolds and Ms. McKee contain a “double trigger” change

of control termination provision. If Messrs. Bramlage’s or Reynolds’ or Ms. McKee’s employment is terminated by us

without cause during the three-year period (or two-year period, with respect to Mr. Bramlage) following a change of

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5912_TXT.pdf 66

control (or his or her employment is terminated prior to such change of control either at the request of a party to the

change of control transaction or otherwise in connection with or in anticipation of such change of control which

subsequently occurs) or if he or she resigns with good reason (as defined in his or her employment agreement and

described below), following a change of control, he or she would receive, (in the case of Mr. Reynolds and Ms. McKee,

in addition to severance payments described above under “Termination without Cause / Resignation for Good

Reason in the Absence of a Change of Control”):

• cash severance benefits based on a multiple of two times his or her base salary and two times his or her target

bonus (or the prior year’s actual bonus, if higher) payable over a two-year period according to our payroll cycle;

• a lump sum payment, within 40 days after his or her termination date, equal to the portion of his or her target

bonus attributable to the portion of the fiscal year served prior to termination, plus any earned but unpaid amounts;

• continued medical, life and disability insurance at our expense for a two-year period following termination;

• outplacement counseling in an amount not to exceed 20% of base salary;

• continued payment of his or her car allowance payments, if provided at the time of termination, with respect to

Mr. Bramlage, for a period of 24 months, and with respect to Mr. Reynolds and Ms. McKee, for a period of 18

months; and

• accelerated vesting of outstanding equity-based awards (as described below under “Change of Control Vesting of

Equity Awards”) or retirement plan benefits as is specified under the terms of the applicable plans.

Termination for Cause / Resignation without Good Reason

Upon termination for cause or resignation without good reason, Messrs. Bramlage and Reynolds and Ms. McKee are

not entitled to any severance benefits under their respective employment agreements and all vested stock options

(on termination for cause) and unvested equity awards held by them would be immediately canceled. With respect

to Messrs. Bramlage and Reynolds and Ms. McKee, termination for cause means termination of employment due to

conviction or plea of guilty or nolo contendere to a felony, intentional fraud or dishonesty with regard to us that

causes us demonstrable harm, willful and continuous failure to perform his or her lawfully assigned duties that are

consistent with his or her position, willful violation of our Business Conduct Policy that causes material harm to us or

our business reputation or intentionally working against our best interests, in each case after notice and failure to

cure the conduct within 10 business days.


Messrs. Bramlage and Reynolds and Ms. McKee do not receive any special severance benefits upon retirement, death

or disability, other than those under the Survivor Income Protection Plan and/or life insurance policies, as applicable,

in the case of death (or, in the case of the Survivor Income Protection Plan, upon retirement after age 65). With

regard to their equity awards, upon retirement, death or disability, Messrs. Bramlage and Reynolds and Ms. McKee are

eligible to vest in one additional tranche of time-vesting equity awards and become vested in Performance Awards in

the same manner as described above for Mr. Foss. In addition, vested stock options remain exercisable for one year

following termination of employment due to death, disability or retirement. Beginning for awards granted in fiscal

2018, if any of these executives has been employed with the Company for at least five years, is at least 62 years old

and gives the Company at least one year’s written notice of his or her intent to retire, then upon such a retirement

with notice, the next two tranches of outstanding, unvested equity awards will remain outstanding and eligible to

vest on their original terms (with the vesting of performance based equity incentives to remain subject to the

achievement of the relevant performance condition), without regard to a requirement that the executive remain in

service with the Company. Additionally, in such event of retirement with notice, any vested stock options granted

beginning in fiscal 2018 would remain exercisable for up to three years following the later of such retirement with

notice or applicable vesting date.


In the event of a change of control, Messrs. Bramlage and Reynolds and Ms. McKee will receive the same treatment

with respect to equity awards granted under the 2013 Stock Plan as described above for Mr. Foss.


Ms. McKee’s agreement provides that if the payments made to Ms. McKee were to result in excise taxes or interest

and penalties under Section 4999 of the Internal Revenue Code, the Company is required to gross up the payments

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to Ms. McKee for the income or excise tax imposed. This gross-up provision ensures that Ms. McKee receives the full

benefit of payments related to a change of control to which each is entitled. If a change of control were to have

occurred at the end of fiscal 2018, excise tax would not have been imposed on Ms. McKee.

Each of Messrs. Bramlage’s and Reynolds’ agreement provides that if any payments to Messrs. Bramlage or Reynolds

in connection with a change of control of the Company would constitute excess parachute payments that are subject

to excise taxes under Section 4999 of the Internal Revenue Code, such payments will be subject to a reduction to

avoid any such excise taxes that may be due, if such reduction results in Messrs. Bramlage or Reynolds retaining a

greater after-tax amount than if Messrs. Bramlage or Reynolds received the full unreduced amount and paid all taxes

(including the excise taxes) due. Neither of Messrs. Bramlage or Reynolds is eligible to receive a gross-up payment in

respect of any such excise taxes he may pay. If a change of control were to have occurred at the end of fiscal 2018,

excise tax would have been imposed on Mr. Bramlage and he would have retained a greater after-tax amount if his

payments were reduced. The table below reflects such reduction in payments. If a change of control were to have

occurred at the end of fiscal 2018, excise tax would not have been imposed on Mr. Reynolds.


Messrs. Bramlage and Reynolds and Ms. McKee are each subject to (i) non-disclosure and non-disparagement

obligations, (ii) a two-year non-competition covenant if his or her employment is terminated in the absence of a

change of control, provided that such period of restriction is reduced to one year (or eighteen months, in the case of

Mr. Bramlage) if he or she is terminated without cause or he or she resigns for good reason, in each case, following a

change of control, and (iii) a two-year non-solicitation covenant following his or her termination of employment.

Good Reason Definition

Good reason is defined in Messrs. Bramlage’s and Reynolds’ and Ms. McKee’s employment agreements as any of the

following actions occurring after a change of control:

• a decrease in base salary or target bonus;

• a material decrease in aggregate employee benefits (or, with respect to Mr. Bramlage only, any decrease in pension

benefit opportunities); or

• diminution in title or substantial diminution in reporting relationship or responsibilities (other than solely as a result

of a change of control in which the Company is no longer publicly held); or relocation of his or her principal place of

business by 35 miles or more.

Messrs. Bramlage and Reynolds and Ms. McKee have twelve months to resign for good reason from the time he or

she first becomes aware of the existence of good reason; provided that he or she must provide written notice that he

or she is resigning for good reason within 90 days from the initial existence of good reason and the Company then

has 30 days to cure the condition constituting good reason.

Mr. Kroeker

Termination without Cause in the Absence of a Change of Control

If we terminate Mr. Kroeker without cause, he will receive:

• severance payments equal to his monthly base salary for 45 weeks made in the course of our normal payroll cycle;

• participation in our basic medical and life insurance programs during the period over which he receives severance

payments, with his share of premiums deducted from the severance payments;

• continuation of his car allowance payments during the severance period; and

• all of his vested stock options, with 90 days following termination of employment to exercise, with all other

unvested equity awards automatically canceled.

Mr. Kroeker is not entitled to payment of any additional benefits or amounts upon resignation, including under

circumstances that may typically be considered “good reason.”

Termination without Cause in Relation to a Change of Control

Mr. Kroeker is not entitled to any additional benefits under his employment agreement upon termination without

cause after a change of control, other than severance benefits described above under “Termination without Cause in

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the Absence of a Change of Control.”, except that Mr. Kroeker would also be entitled to accelerated vesting of

outstanding equity-based awards (as described below under “Change of Control Vesting of Equity Awards”).

Termination for Cause / Resignation

Upon termination for cause or resignation for any reason, Mr. Kroeker is not entitled to any benefits under his

employment agreement and all vested stock options (on termination for cause) and unvested equity awards held by

him would be immediately canceled. With respect to Mr. Kroeker, termination for cause means termination of

employment due to conviction or plea of guilty or nolo contendere to a felony, fraud or dishonesty, willful failure to

perform his assigned duties, willful violation of our Business Conduct Policy or intentionally working against our best

interests.


Mr. Kroeker does not receive any special severance benefits upon retirement, death or disability, other than those

under life insurance policies in the case of death. With regard to his equity awards, upon retirement, death or

disability, Mr. Kroeker is eligible to vest in one additional tranche of time-vesting equity awards and become vested in

Performance Awards in the same manner as described above for Mr. Foss. In addition, vested stock options remain

exercisable for one year following termination of employment due to death, disability or retirement. Beginning for

awards granted in fiscal 2018, if Mr. Kroeker has been employed with the Company for at least five years, is at least 62

years old and gives the Company at least one year’s written notice of his intent to retire, then upon such a retirement

with notice, the next two tranches of outstanding, unvested equity awards will remain outstanding and eligible to

vest on their original terms (with the vesting of performance based equity incentives to remain subject to the

achievement of the relevant performance condition), without regard to a requirement that Mr. Kroeker remain in

service with the Company. Additionally, in such event of retirement with notice, any vested stock options granted

beginning in fiscal 2018 would remain exercisable for up to three years following the later of such retirement with

notice or applicable vesting date. Mr. Kroeker has notified the Company that he will retire on December 31, 2018.


In the event of a change of control, Mr. Kroeker will receive the same treatment with respect to equity awards

granted under the 2013 Stock Plan as described above for Mr. Foss.


Mr. Kroeker’s employment agreement does not contain any provisions relating to golden parachutes or Section 280G

of the Internal Revenue Code.


Mr. Kroeker is subject to (i) non-disclosure and non-disparagement obligations, (ii) a one-year non-competition

covenant and (iii) a two-year non-solicitation covenant after termination of employment for any reason.

Definition of Change of ControlChange of control is defined in each of our named executive officers’ agreements relating to employment and post-

employment competition (other than Mr. Kroeker’s agreement) to include the following:

• an entity or group other than us, our former Sponsors or one of our employee benefit plans acquires more than

50% of our voting stock;

• the Company experiences a reorganization, merger or sale or disposition of substantially all of our assets or we

purchase the assets or stock of another entity unless the shareholders prior to the transaction own at least 50% of

the voting stock after the transaction and no person owns a majority of the voting stock (unless that ownership

existed before the transaction); or

• a majority of the members of the Board are replaced during any 12-month period and the new directors are not

endorsed by a majority of the Board before the replacement or the replacement is not contemplated by our

shareholders’ agreement (as in effect on the date such named executive officer entered into the employment

agreement).

Estimated Benefits Upon TerminationThe following table shows potential payments to our named executive officers under existing contracts, agreements,

plans or arrangements, whether written or unwritten, for various scenarios involving a termination of employment,

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assuming a September 28, 2018, termination date and using the closing price of our common stock on the NYSE as of

September 28, 2018 ($43.02). The named executive officers would also be eligible to receive their accrued deferred

compensation (see “Nonqualified Deferred Compensation for Fiscal Year 2018”), which does not automatically

accelerate upon a change of control, and the value of any vested stock options. Certain of the named executive

officers have optional life insurance for which they pay 100% of the premium.

NameRetirement

($)Death(3)

($)Disability

($)

TerminationWith Cause

($)

TerminationWithout

Cause(4) ($)

Change OfControl(5) ($)

Foss(6)

Cash Payment (Lump Sum) — 2,000,000 — — —

Cash Payment (Over Time) — — — — 10,303,800 10,303,800

Acceleration of Unvested Equity

Awards(1) 15,723,642 15,723,642 15,723,642 — 6,899,366 31,037,656

Perquisites(2) — — — — 88,494 442,718

Total 15,723,642 17,723,642 15,723,642 — 17,291,660 41,784,174

Bramlage(7)

Cash Payment (Lump Sum) — 2,000,000 — — — —

Cash Payment (Over Time) — — — — 1,060,841 2,307,234


Awards(1) — 2,024,877 2,024,877 — — 4,328,917

Perquisites(2) — — — — 60,505 234,165

Total — 4,024,877 2,024,877 — 1,121,345 6,870,316

McKee(8)


Cash Payment (Over Time) — 3,351,276 — — 1,050,348 3,872,612


Awards(1) 1,898,641 1,898,641 1,898,641 — — 3,915,520

Perquisites(2) — — — — 20,705 188,202

Total 1,898,641 6,749,917 1,898,641 — 1,071,053 7,976,334

Reynolds(9)


Cash Payment (Over Time) — — — — 815,804 3,007,942


Awards(1) — 1,898,641 1,898,641 — — 3,915,520

Perquisites(2) — — — — 60,505 197,591

Total — 3,898,641 1,898,641 — 876,308 7,121,052

Kroeker(10) —


Cash Payment (Over Time) — — — — 474,999 474,999


Awards(1) — 1,311,585 1,311,585 — — 2,762,238

Perquisites(2) — — — — 31,362 31,362

Total — 3,311,585 1,311,585 — 506,361 3,268,599

(1) Represents acceleration of unvested stock options, restricted stock units and performance based awards that would vest upon the occurrence of

the specified event. Calculations are based upon the closing price of our common stock on the NYSE as of September 28, 2018 ($43.02).

(a) Mr. Foss and Ms. McKee have attained the eligible retirement age of 60 under the 2013 Stock Plan and each has been employed by the

Company or any of its subsidiaries for at least five years. Therefore, the accelerated vesting for equity awards on retirement would apply

only to Mr. Foss and Ms. McKee where applicable.

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(b) In the case of death or disability of any named executive officer, amounts were calculated assuming that all time-vesting options and

restricted stock units scheduled to vest in fiscal 2019 vest. With regard to unearned performance awards, amounts were calculated

assuming target performance levels were achieved and proration applied if applicable.

(c) In the case of Mr. Foss, upon a termination of Mr. Foss’s employment without cause or Mr. Foss’s resignation for good reason, in each case,

in the absence of a change of control, all time-vesting stock options that would have vested during the 24-month period following his

termination would vest immediately.

(d) Unvested stock options, restricted stock units and performance stock units granted under the 2013 Stock Plan would become fully vested if

the named executive officer is terminated without cause (or, if applicable, resigns for good reason) during the two-year period following the

change of control (which, for purposes of this table, is assumed to have occurred on the last day of fiscal 2018).

(2) The following assumptions were used in our calculation of the cost of perquisites in connection with termination of employment: a 6% increase

annually for health insurance premiums, dental insurance premiums, vision insurance premiums and excess health, with 2018 used as the base

year, and no increase annually for life and accident insurance premiums.

(3) Includes amounts payable under the Survivor Income Protection Plan (for Ms. McKee), various term life insurance policies and accidental death

and dismemberment policies for which we pay all or part of the premium, which amounts are reflected in the “Summary Compensation Table.”

(4) For Mr. Foss, the “Termination Without Cause” column means termination without cause or resignation for Good Reason (as defined in his

employment arrangements) in the absence of a change of control.

(5) Cash payments and perquisites included in this column will only be paid to or received by the named executive officers if they are terminated

without cause (or, if applicable, resign for good reason) following a change of control. Equity awards granted under the 2013 Stock Plan vest if

the named executive officer is terminated without cause (or, if applicable, resigns for good reason) during the two-year period following the

change of control. With regard to performance based equity, valuation is based on achieving target performance.

(6)

(a) Mr. Foss has attained the eligible retirement age of 60 under the 2013 Stock Plan and has been employed by the Company or any of its

subsidiaries for at least five years. Therefore, the accelerated vesting for equity awards on retirement would apply to Mr. Foss, where

applicable.

(b) Mr. Foss’s payout upon a change of control of the Company on September 28, 2018, would not be considered an excess parachute payment

and subject to excise tax.

(c) Included in Mr. Foss’s perquisites: (i) in the case of termination without cause or resignation for good reason are basic medical and life

insurance coverage and a car allowance over a 24-month severance period; and (ii) in the case of termination without cause or resignation for

good reason in connection with, or within three years following, a change of control, are health care, accident, disability and life insurance

premiums for two years and a car allowance for 24 months, as well as outplacement benefits of 20% of his base salary.

(7)

(a) Mr. Bramlage would incur excise tax if a change of control of the Company had occurred on September 28, 2018, as a portion of his payout

would be considered an excess parachute payment. He is not entitled to a 280G gross up, but under the terms of his employment agreement,

if his payout on a change of control would be considered an excess parachute payment, we would reduce his payments if that reduction (to

avoid the excise tax) would result in him receiving a greater after tax amount than he would have received had he been paid the full amount

and then paid the excise tax. If a change of control occurred on September 28, 2018, the total amount of $2,663,320 payable to Mr. Bramlage

would be reduced by $1,365,597 to $1,463,311, which is reflected in the table. In the event that Mr. Bramlage’s payments were considered

excess parachute payments, the Company would lose the deduction for all amounts it paid to Mr. Bramlage above the “base amount” as

defined in the Internal Revenue Code.

(b) Included in Mr. Bramlage’s perquisites: (i) in the case of termination without cause, are basic medical and life insurance coverage and a car

allowance over an 18-month severance period; and (ii) in the case of termination without cause or resignation for good reason in connection

with, or within two years following, a change of control, are health care, accident, disability and life insurance premiums for two years, a car

allowance for 24 months and outplacement benefits of 20% of his base salary.

(8)

(a) Ms. McKee has attained the eligible retirement age of 60 under the 2013 Stock Plan and has been employed by the Company or any of its

subsidiaries for at least five years. Therefore, the accelerated vesting for equity awards on retirement would apply to Ms. McKee, where

applicable.

(b) Ms. McKee’s payout upon a change of control of the Company on September 28, 2018, would not be considered an excess parachute payment

and subject to excise tax.

(c) Included in Ms. McKee’s perquisites: (i) in the case of termination without cause, are basic life insurance coverage and a car allowance over an

18-month severance period; and (ii) in the case of termination without cause or resignation for good reason in connection with, or within three

years following, a change of control, are health care, accident, disability and survivor insurance premiums for two years, a car allowance for 18

months, as well as outplacement benefits of 20% of her base salary.

(9)

(a) Mr. Reynolds’ payout upon a change of control of the Company on September 28, 2018, would not be considered an excess parachute

payment and subject to excise tax.

(b) Included in Mr. Reynolds’ perquisites: (i) in the case of termination without cause, are basic medical and life insurance coverage and a car

allowance over an 18-month severance period; and (ii) in the case of termination without cause or resignation for good reason in connection

with, or within three years following, a change of control, are health care, accident, disability and life insurance premiums for two years, a car

allowance for 18 months, and outplacement benefits of 20% of his base salary.

(10) Included in Mr. Kroeker’s perquisites, in the case of termination without cause, are basic medical and life insurance coverage and receipt of a car

allowance over a 45-week severance period.

Pay RatioAs required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, we have

calculated the ratio of the annual total compensation of our Chairman, President and CEO to that of our median

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employee for fiscal 2018 (the “CEO pay ratio”). We identified our median employee by annualizing fiscal 2018 base

cash compensation for our full-time and part-time employees (other than the CEO) globally who were employed on

June 30, 2018, the first day of our 4th fiscal quarter. We chose base cash compensation as our consistently applied

compensation measure, which we believe encompasses the principal method of cash compensation we use for our

employees and provides a reasonable estimate of annual compensation for our employees. We included all full-time,

part-time, seasonal and temporary workers employed on such date in the calculation other than approximately 5,300

employees in Mexico who were excluded using the de minimis exemption allowed by applicable SEC rules. The

excluded employees represent less than 5% of our total global population of 246,537 as of June 30, 2018 consisting

of 139,365 U.S. employees and 107,172 non-U.S. employees. Using this methodology, we identified our median

employee in fiscal 2018 as a part-time food service worker in the U.S. We then calculated the fiscal 2018 total

compensation of our median employee of $16,081 using the same methodology we used for our named executive

officers as set forth in the Summary Compensation Table. The total compensation of the CEO as reported in the

Summary Compensation Table is $15,958,908. Based on these calculations, the CEO pay ratio for fiscal 2018 was 992

to 1. This CEO pay ratio represents a reasonable good faith estimate, calculated in a manner consistent with SEC rules

based on our payroll and employment records and the methodology described above.

EQUITY COMPENSATION PLAN INFORMATIONThe following table sets forth information about Aramark common stock that may be issued under all of Aramark’s

existing equity compensation plans as of September 28, 2018, including the 2013 Stock Plan and the 2007

Management Stock Incentive Plan (the “2007 Stock Plan”).

Plan Category

Number Of Securities ToBe Issued Upon ExerciseOf Outstanding Options,Warrants And Rights(1)(2)

Weighted AverageExercise Price Of

Outstanding Options,Warrants And Rights

Number Of SecuritiesRemaining AvailableFor Future Issuance

(Excluding SecuritiesReflected InColumn(a))

(a) (b) (c)

Equity compensation

plans approved by

security holders: 19,428,476 $24.86 9,317,459

Equity compensation

plans not approved

by security holders: — — —

Total: 19,428,476 $24.86 9,317,459

(1) Under the 2007 Stock Plan, options, restricted stock units and restricted stock were granted to employees of or consultants to the Company.

Deferred stock units were granted to directors of the Company under the 2007 Stock Plan. As of December 12, 2013, no further grants were made

or may be made under the 2007 Stock Plan. Under the 2013 Stock Plan, options, stock appreciation rights, restricted shares, restricted stock units,

shares and deferred stock units and dividend equivalent awards may be granted, but the 2013 Stock Plan does not separately segregate the

shares used for each type of award. As of September 28, 2018, 9,317,459 shares were available for grant under the 2013 Stock Plan.

(2) In addition to shares issuable upon exercise of stock options, includes shares issuable upon the settlement of 190,266 deferred stock units;

2,214,663 restricted stock units; in each case issuable under the 2007 Stock Plan or the 2013 Stock Plan at a rate of one share for each unit. Also

includes shares issuable upon the settlement of 1,839,729 performance awards issued under the 2013 Stock Plan at the maximum 200% payout

rate (3,575,769 shares) where applicable. The deferred stock units, restricted stock units and performance stock units do not have an exercise

price. Therefore, these awards are not included in the calculation of weighted average exercise price in column (b).

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Certain Relationships and Related Transactions

Review of Related Party TransactionsThe Board adopted a written Policy Regarding Transactions with Related Persons, which is administered by the Audit

Committee, provided that in lieu of approval by the Audit Committee, any such transaction may be reviewed and

approved or ratified by a committee of disinterested members of the Board. This policy applies to any transaction or

series of transactions in which the Company or a subsidiary is a participant, the amount involved exceeds $120,000

and a Related Person (as defined in Item 404(a) of SEC Regulation S-K) has a direct or indirect material interest;

provided, however, the Board has determined that certain transactions not required to be reported pursuant to

Item 404(a) of SEC Regulation S-K are not considered to be transactions covered by the Policy. Under the policy, a

related person transaction must be reported to the Company’s General Counsel and be reviewed and approved or

ratified by the Audit Committee (or disinterested members of the Board) in accordance with the terms of the policy,

prior to the effectiveness or consummation of the transaction, whenever practicable. The Audit Committee will

review all relevant information available to it about the potential related person transaction. The Audit Committee, in

its sole discretion, may impose such conditions as it deems appropriate on the Company or the Related Person in

connection with the approval of the Related Person Transaction.

During fiscal 2018, the Company paid fees of $94,142 to an affiliate of FMR LLC for record keeping and administrative

services for the Company’s non-qualified deferred compensation and equity plans and the Company’s qualified

401(k) plans paid an affiliate of FMR LLC $2,009,264 for record keeping and administrative services. We believe that

the transactions described above were carried out on terms that were in the aggregate no less favorable to us than

those that would have been obtained from an unrelated third party in transactions of similar size. From time to time

in the ordinary course of our business we may enter into commercial transactions, including the sale and purchase of

goods and services, on an arm’s-length basis with entities that, together with their affiliates, beneficially own five

percent or more of our common stock. We believe that none of these transactions is significant enough to be

considered material to either party.

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Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information with respect to the beneficial ownership, as of December 7, 2018, of

(i) each individual or entity known by us to beneficially own more than five percent of the shares of our common

stock, (ii) each of our named executive officers, (iii) each of our directors and director nominees and (iv) all of our

directors and executive officers as a group. As of December 7, 2018, we had approximately 1,049 holders of record.

The amounts and percentages of shares beneficially owned are reported on the basis of SEC regulations governing

the determination of beneficial ownership of securities. Under SEC rules, a person is deemed to be a “beneficial

owner” of a security if that person has or shares voting power or investment power, which includes the power to

dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any

securities of which that person has a right to acquire beneficial ownership within 60 days. Securities that can be so

acquired are deemed to be outstanding for purposes of computing such person’s ownership percentage, but not for

purposes of computing any other person’s percentage. Under these rules, more than one person may be deemed to

be a beneficial owner of the same securities and a person may be deemed to be a beneficial owner of securities as to

which such person has no economic interest.

Except as otherwise indicated in the footnotes below, each of the beneficial owners has, to our knowledge, sole

voting and investment power with respect to the indicated shares. Unless otherwise noted, the address of each

beneficial owner is Aramark, 2400 Market Street, Philadelphia, Pennsylvania 19103.

Name of Beneficial Owner Amount And Nature ofBeneficial Ownership(1)

Percent of Class (%)

T. Rowe Price Associates, Inc.(2) 28,126,527 11.4%

The Vanguard Group(3) 20,359,012 8.2%

Capital Research Global Investors(4) 20,297,828 8.2%

BlackRock, Inc.(5) 13,588,423 5.5%

FMR LLC(6) 13,196,194 5.3%

Eric J. Foss(7) 6,812,580 2.7%

Lynn B. McKee(8) 1,048,743 *

Stephen R. Reynolds(9) 434,538 *

Stephen P. Bramlage, Jr.(10) 277,103 *

Harrald Kroeker(11) 230,771 *

Pierre-Olivier Beckers-Vieujant(12) — —

Lisa G. Bisaccia(13) — —

Calvin Darden(14) — —

Richard W. Dreiling(15) — —

Irene M. Esteves(16) — —

Daniel J. Heinrich(17) 3,750 *

Sanjeev K. Mehra(18) 24,550 *

Patricia B. Morrison(19) 8,407 *

John A. Quelch(20) — —

Stephen I. Sadove(21) 7,500 *

Directors and Executive Officers as a Group

(16 Persons)(22) 8,888,438 3.5%

* Less than one percent

(1) As of December 7, 2018, we had 247,384,917 shares outstanding.

(2) Information based on a Schedule 13G/A filed February 14, 2018 by T. Rowe Price Associates, Inc., reporting beneficial ownership by T. Rowe Price

Associates, Inc., consisting of sole voting power with respect to 7,743,771 of these shares and sole dispositive power over all of these shares. The

address of T. Rowe Price Associates, Inc. is 100 E. Pratt Street, Baltimore, MD 21202.

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(3) Information based on a Schedule 13G/A filed February 12, 2018 by The Vanguard Group, reporting beneficial ownership by The Vanguard Group,

and certain of its subsidiaries, consisting of sole voting power with respect to 186,595 of these shares, shared voting power with respect to

66,200 of these shares, sole dispositive power over 20,106,165 of these shares and shared dispositive power over 246,705 of these shares. The

address of The Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355.

(4) Information based on a Schedule 13G/A filed February 14, 2018 by Capital Research Global Investors, reporting beneficial ownership by Capital

Research Global Investors, consisting of sole voting power and sole dispositive power over all of these shares. The address of Capital Research

Global Investors is 333 South Hope Street, Los Angeles, CA 90071.

(5) Information based on a Schedule 13G filed February 8, 2018 by BlackRock, Inc., reporting beneficial ownership by BlackRock, Inc. and certain of its

subsidiaries, consisting of sole voting power of 11,772,923 of these shares and sole dispositive power over all of these shares. The address of

BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055.

(6) Information based on a Schedule 13G/A filed February 13, 2018 by FMR LLC and Abigail P. Johnson, reporting beneficial ownership by FMR LLC,

certain of its subsidiaries and affiliates and other companies, consisting of sole voting power with respect to 1,874,811 of these shares and sole

dispositive power over all of these shares. The address of FMR LLC is 245 Summer Street, Boston, Massachusetts 02210.

(7) Shares shown as beneficially owned by Mr. Foss reflect 5,070,834 shares subject to stock options exercisable as of December 7, 2018 and

302,820 shares of unvested performance restricted stock (representing the maximum 200% payout rate).

(8) Includes beneficial ownership of shares held by a general partnership for which Ms. McKee serves as a general partner and shares held in a trust

over which Ms. McKee may be deemed to have investment control. Shares shown as beneficially owned by Ms. McKee reflect 680,588 shares

subject to stock options exercisable as of December 7, 2018 and 37,560 shares of unvested performance restricted stock (representing the

maximum 200% payout rate).

(9) Shares shown as beneficially owned by Mr. Reynolds reflect 340,969 shares subject to stock options exercisable as of December 7, 2018, and


(10) Shares shown as beneficially owned by Mr. Bramlage reflect 173,925 shares subject to stock options exercisable as of December 7, 2018 and


(11) Shares shown as beneficially owned by Mr. Kroeker reflect 156,637 shares subject to stock options exercisable as of December 7, 2018 and 28,170

shares of unvested performance restricted stock (representing the maximum 200% payout rate).

(12) Does not include 17,628 deferred stock units that are vested or will vest within 60 days of December 7, 2018, and that will convert to shares of

common stock and be delivered to Mr. Beckers-Vieujant six months following his termination as a director.


common stock and be delivered to Ms. Bisaccia six months following her termination as a director.


common stock and be delivered to Mr. Darden six months following his termination as a director.


common stock and be delivered to Mr. Dreiling six months following his termination as a director.


common stock and be delivered to Ms. Esteves six months following her termination as a director.

(17) Represents beneficial ownership of shares held through a trust over which Mr. Heinrich has investment control. Does not include 23,814 deferred

stock units that are vested or will vest or within 60 days of December 7, 2018, and that will convert to shares of common stock and be delivered

to Mr. Heinrich six months following his termination as a director.

(18) Includes beneficial ownership of 12,275 shares held by an irrevocable gift trust and 4,910 shares held through a family foundation. Does not

include 36,800 deferred stock units that are vested or will vest or within 60 days of December 7, 2018, and that will convert to shares of common

stock and be delivered to Mr. Mehra six months following his termination as a director.

(19) Represents 4,876 shares owned and 3,531 deferred stock units that are vested or will vest within 60 days of December 7, 2018, and that will

convert to shares of common stock and be delivered to Ms. Morrison upon vesting on January 29, 2019.

(20) Does not include 20,667 deferred stock units that are vested or will vest or within 60 days of December 7, 2018, and that will convert to shares of

common stock and be delivered to Mr. Quelch six months following his termination as a director.

(21) Does not include 23,814 deferred stock units that are vested or will vest or within 60 days of December 7, 2018, and that will convert to shares of

common stock and be delivered to Mr. Sadove six months following his termination as a director.

(22) Shares shown as beneficially owned by directors and executive officers as a group: (i) reflect 6,453,237 shares subject to stock options

exercisable currently, or within 60 days of December 7, 2018; 3,531 deferred stock units that are vested or will vest within 60 days of December 7,

2018, that are described in footnote 20 above; and 443,670 shares of unvested performance restricted stock (representing the maximum 200%

payout rate), that are described in footnotes 7 to 11; and (ii) does not include 190,264 deferred stock units that are vested or will vest within 60

days of December 7, 2018 that are described in footnotes 12 to 18 and 20 and 21 above.

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Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our directors, executive officers and persons who beneficially own more

than 10% of our common stock to file reports of ownership and changes in ownership of such stock with the SEC.

Directors, executive officers and greater than 10% shareholders are required by SEC regulations to furnish us with

copies of all such forms they file. Based solely on a review of the copies of forms received by us and on written

representations from certain reporting persons that no Form 5 was required to be filed, we believe our directors,

executive officers and 10% beneficial owners complied during fiscal year 2018 with all applicable Section 16(a) filing

requirements in a timely manner.

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General Information

2019 ANNUAL SHAREHOLDERS MEETING

What is a proxy or proxy statement? What is included in the proxy materials?A proxy is your legal designation of another person to vote the stock you own – that person is sometimes called

“your proxy.” A proxy statement is a document that SEC regulations require us to provide to you when we ask you to

sign a proxy designating someone to vote on your behalf.

The Board is soliciting your proxy to vote at the 2019 Annual Meeting of Shareholders (the “Annual Meeting”). You

received proxy materials because you owned shares of Aramark common stock at the close of business on

December 7, 2018, the record date, and that entitles you to vote at the Annual Meeting. Proxy materials are first being

made available to shareholders on December 21, 2018.

Proxy materials include the Notice of Internet Availability, notice of annual meeting of shareholders, this proxy

statement and our annual report for the year ended September 28, 2018 (the “Annual Report”). If you received a

paper copy of the proxy materials, they also include a proxy card or voting instruction form. This proxy statement

describes the matters on which the Board would like you to vote, and provides information about Aramark that we

must disclose under SEC regulations when we solicit your proxy. You may refer to the Annual Report for financial and

other information about us.

Your proxy will authorize specified persons, or proxies, to vote on your behalf at the Annual Meeting. We have

designated two of our officers – Eric J. Foss and Stephen R. Reynolds – as proxies for the Annual Meeting. By use of a

proxy, you can vote whether or not you attend the meeting in person.

When and where will the Annual Meeting be held?We will hold the Annual Meeting at The Rittenhouse Hotel, 210 W. Rittenhouse Square, Philadelphia, Pennsylvania,

19103 on Wednesday, January 30, 2019, at 10:00 a.m. Eastern Standard Time subject to any adjournments or

postponements. For directions to the meeting, you may contact our Investor Relations Department at Aramark, 2400

Market Street, Philadelphia, Pennsylvania, 19103, Attention: Investor Relations, telephone: (215) 409-7287,

e-mail: [email protected].

How can I get electronic access to the proxy materials?The proxy materials are available for viewing on www.proxyvote.com. The Notice of Internet Availability or proxy

card that you received also provides instructions on how to:

• vote your shares; and

• select a future delivery preference of paper or electronic copies of the proxy materials.

What is “householding”?SEC rules permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy statements

with respect to two or more shareholders sharing the same address by delivering a single Notice of Internet

Availability, annual report or proxy statement addressed to those shareholders. This process is called “householding.”

This reduces the volume of duplicate information received at your household and helps to reduce costs. Your

materials may be househeld based on your prior express or implied consent.

A number of brokerage firms with account holders who are Aramark shareholders have instituted householding.

Once a shareholder has received notice from his or her broker that the broker will be householding communications

to the shareholder’s address, householding will continue until the shareholder is notified otherwise or until one or

more of the shareholders revokes his or her consent. Householding benefits both you and Aramark because it

reduces the volume of duplicate information received at your household and helps Aramark reduce expenses and

conserve natural resources.

If you would like to receive your own set of Aramark’s Notice of Internet Availability, proxy statement and annual

report now or in the future, or if you share an address with another Aramark shareholder and together both of you

would like to receive only a single set of Aramark’s proxy materials in the future, please contact your broker (if you

hold your shares in “street name”) or write or call Broadridge, Householding Department, 51 Mercedes Way,

Edgewood, NY 11717 or (800) 542-1061. Be sure to indicate your name, the name of your brokerage firm or bank, and

your account number(s). You can also request prompt delivery of a copy of the Notice of Internet Availability, proxy

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statement and annual report by contacting Aramark’s Investor Relations Department at Aramark, 2400 Market

Street, Philadelphia, Pennsylvania, 19103, Attention: Investor Relations, telephone: (215) 409-7287,

e-mail: [email protected].

What am I voting on at the Annual Meeting?

Proposal Item Board’s Vote Recommendation Page

1 To elect the 10 director nominees listed herein to serve until

the 2020 annual meeting of shareholders and until their

respective successors have been duly elected and qualified

FOR nominees listed herein 9

2 To ratify the appointment of KPMG LLP as Aramark’s

independent registered public accounting firm for the fiscal

year ending September 27, 2019

FOR 26

3 To approve, in a non-binding advisory vote, the compensation

paid to our named executive officers

FOR 29

Could other matters be decided at the Annual Meeting?As of the date of this proxy statement, we did not know of any matters that will be brought before the Annual

Meeting other than those described in this proxy statement. However, if any other matters properly come before the

Annual Meeting, Mr. Foss and Mr. Reynolds will have the authority to vote shares represented by properly executed

proxies in their discretion on such matters.

How many votes can be cast by all shareholders?Each share of Aramark common stock is entitled to one vote on each of the directors to be elected and one vote on

each of the other matters properly presented at the Annual Meeting. There is no cumulative voting in the election of

directors. We had 247,384,917 shares of common stock outstanding and entitled to vote on December 7, 2018.

How many votes must be present to hold the Annual Meeting?A quorum of shareholders is necessary to transact business at the Annual Meeting. A quorum exists if the holders of a

majority of the shares of Aramark common stock entitled to vote at the Annual Meeting are present either in person

or by proxy at the Annual Meeting. Abstentions and broker shares that include broker non-votes will be counted as

present for purposes of determining whether a quorum exists. A broker non-vote occurs when shareholders who hold

shares in street name do not provide voting instructions to the nominee that holds the shares and the nominee is not

permitted to exercise voting discretion. Under the NYSE rules, a nominee may exercise its discretion to vote your

shares in routine matters (Proposal 2 – Ratification of Independent Registered Public Accounting Firm) but not for

non-routine matters (Proposals 1 and 3).

How many votes are needed to approve each proposal? How do abstentions or broker non-votesaffect the voting results?On May 2, 2018, the Board amended and restated the Company’s Amended and Restated By-laws (the “By-laws”) to

provide for a majority voting standard in uncontested elections of directors. Under the By-laws, in an uncontested

election, a director nominee must receive a majority of the votes cast for such nominee’s election (meaning the

number of shares voted “for” a nominee must exceed the number of shares voted “against” such nominee, with

“abstentions” and “broker non-votes” not counting as a vote cast either “for” or “against” that nominee’s election) in

order to be elected. Director nominees are required to agree to submit a resignation to the Board, which would be

effective if the number of shares voted “against” a director exceeds the number of shares voted “for” such director in

any election. In such an event, the Board shall decide, through a process managed by the Nominating and Corporate

Governance Committee, whether to accept the resignation. A contested election will generally include any situation

in which the Company receives a notice that a stockholder has nominated a person for election to the Board at a

meeting of stockholders. A plurality voting standard continues to apply in contested director elections.

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The following table summarizes the vote threshold required for approval of each proposal, assuming a quorum is

present, and the effect on the outcome of the vote of abstentions and broker non-votes.

ProposalNumber

Item Vote Required forApproval

Effect ofAbstentions

Effect of BrokerNon-Votes

1 To elect the 10 director nominees listed

herein to serve until the 2020 annual

meeting of shareholders and until their

respective successors have been duly

elected and qualified

Majority of votes

cast at the

meeting upon the

election

No effect Not voted/No

effect

2 To ratify the appointment of the

independent registered public accounting

firm

Majority of shares

present and

entitled to vote on

the matter

Counted “Against” No broker

non-votes;

shares may be

voted by

brokers in their

discretion

3 To approve, in a non-binding advisory vote,

the compensation paid to our named

executive officers

Majority of shares

present and

entitled to vote on

the matter

Counted “Against” Not voted/No

effect

Signed but unmarked proxy cards will be voted in accordance with the recommendation of the Board: “for” each of

the director nominees listed herein, “for” Proposal No. 2 (Ratification of Appointment of Independent Registered

Public Accounting Firm) and “for” Proposal No. 3 (Approval of Compensation Paid to Our Named Executive Officers).

How do I vote if I own shares as a record holder?If your name is registered on Aramark’s shareholder records as the owner of shares, you are the “record holder.” If

you hold shares as a record holder, there are four ways that you can vote your shares.

• Over the Internet. Vote at www.proxyvote.com. The Internet voting system is available 24 hours a day until

11:59 p.m. Eastern Standard Time on Tuesday, January 29, 2019. Once you enter the Internet voting system, you can

record and confirm (or change) your voting instructions.

• You will need the 16-digit number included on your Notice of Internet Availability or your proxy card (if you

received a paper copy of the proxy materials) to obtain your records and to vote.

• By telephone. You can vote by calling 1-800-690-6903. The telephone voting system is available 24 hours a day in

the United States until 11:59 p.m. Eastern Standard Time on Tuesday, January 29, 2019. Once you enter the

telephone voting system, a series of prompts will tell you how to record and confirm (or change) your voting

instructions.

• You will need the 16-digit number included on your Notice of Internet Availability or your proxy card (if you

received a paper copy of the proxy materials) in order to vote by telephone.

• By mail. If you received a paper copy of the proxy materials, mark your voting instructions on the proxy card and

sign, date and return it in the postage-paid envelope provided. If you received only a Notice of Internet Availability

but want to vote by mail, the Notice includes instructions on how to request a paper proxy card. For your mailed

proxy card to be counted, we must receive it before 11:59 p.m. Eastern Standard Time on Tuesday, January 29,

2019.

• In person. Attend the Annual Meeting, or send a personal representative with a valid legal proxy.

How do I vote if my Aramark shares are held by a bank, broker or custodian?If your shares are held by a bank, broker or other custodian (commonly referred to as shares held “in street name”),

the holder of your shares will provide you with a Notice of Internet Availability or a copy of this proxy statement, a

voting instruction form and directions on how to provide voting instructions. These directions may allow you to vote

over the Internet or by telephone. Unless you provide voting instructions, your shares may not be voted on any

matter except for ratifying the appointment of our independent auditors. To ensure that your shares are counted in

the election of directors and the advisory vote on executive compensation, we encourage you to provide instructions

on how to vote your shares.

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If you hold shares in street name and want to vote in person at the Annual Meeting, you will need to ask your bank,

broker or custodian to provide you with a valid legal proxy. You will need to bring the proxy with you to the Annual

Meeting in order to vote. Please note that if you request a legal proxy from your bank, broker or custodian, any

previously executed voting instruction form will be revoked and your vote will not be counted unless you vote in

person at the Annual Meeting or appoint another valid legal proxy to vote on your behalf.

Can I change my vote or revoke my proxy?Yes. You may change your vote or revoke your proxy at any time before it is voted at our annual meeting. If you are a

record holder, you may:

• Write to the Corporate Secretary at Aramark, 2400 Market Street, Philadelphia, Pennsylvania 19103. Your letter

should contain the name in which your shares are registered, the date of the proxy you wish to revoke or change,

your new voting instructions, if applicable, and your signature. Your letter must be received by the Corporate

Secretary before 3:00 p.m. Eastern Standard Time on Tuesday, January 29, 2019;

• Send a new proxy card with a later date than the card submitted earlier (which automatically revokes the earlier

proxy). We must receive your new proxy card before 11:59 p.m. Eastern Standard Time on Tuesday, January 29,

2019;

• Enter new instructions by telephone or Internet voting before 11:59 p.m. Eastern Standard Time on Tuesday,

January 29, 2019; or

• Vote in person (or send a personal representative with a valid proxy) at the Annual Meeting.

If you hold your shares in street name, you may:

• Submit new voting instructions in the manner provided by your bank, broker or other custodian; or

• Contact your bank, broker or other custodian to request a proxy to vote in person at the Annual Meeting.

Who will count the votes? Is my vote confidential?Representatives of Broadridge Investor Communications Services (“Broadridge”) will tabulate the votes, and

representatives of Broadridge will act as Inspectors of Election. The vote will be certified by the Company’s Inspector

of Election. During the proxy solicitation period, the Company will receive vote tallies from time to time, but such

tallies will provide aggregate figures rather than names of shareholders. Individual proxy voting and voting

instructions will be kept confidential by Broadridge and will not be provided to the Company.

Who pays for the proxy solicitation and how will Aramark solicit votes?Aramark pays the cost of preparing our proxy materials and soliciting your vote. We have engaged Okapi Partners

LLC to assist with the solicitation of proxies for an estimated fee of $18,500 plus expenses. Aramark will reimburse

brokerage firms and other persons representing beneficial owners of shares for reasonable expenses incurred by

them in forwarding proxy-soliciting materials to such beneficial owners. Proxies may be solicited on our behalf by our

directors, officers, employees and agents, without additional remuneration, by telephone, electronic or facsimile

transmission or in person.

Where can I find the voting results of the Annual Meeting?We will publish the voting results of the Annual Meeting on a Current Report on Form 8-K filed with the SEC. The

Form 8-K will be available online at www.Aramark.com within four business days following the end of our Annual

Meeting.

IMPORTANT INFORMATION IF YOU PLAN TO ATTEND THE ANNUAL MEETING IN PERSONYou must be able to show that you owned Aramark’s common stock on the record date, December 7, 2018, to

gain admission to the Annual Meeting. Please bring to the meeting your Notice of Internet Availability, a printed

proxy card or a brokerage statement or letter from your broker verifying ownership of Aramark shares as of

December 7, 2018. You also must bring a valid government-issued photo ID. Registration will begin at 9:30 am

Eastern Standard Time. Please note that you are not permitted to bring any cameras, recording equipment,

electronic devices, large bags, briefcases or packages into the Annual Meeting.

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held onWednesday, January 30, 2019: This proxy statement, along with our Annual Report for the fiscal year endedSeptember 28, 2018, are available free of charge on www.proxyvote.com.

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2020 ANNUAL SHAREHOLDERS MEETING

When do you expect to hold the 2020 annual meeting of Shareholders?We expect to hold the 2020 annual meeting on or around January 29, 2020, at a time and location to be announced

later. The Board may change this date in its discretion.

How can I submit a recommendation of a director candidate for the 2020 Annual Meeting ofShareholders?Shareholders who wish to submit director candidates for consideration by the Nominating Committee for election at

our 2020 Annual Meeting of Shareholders may do so by submitting in writing such candidates’ names, along with the

other information set forth in our By-laws, to the Corporate Secretary, at Aramark, 2400 Market Street, Philadelphia,

PA 19103. All director candidates recommended by shareholders will be evaluated in the same manner as all other

director candidates, regardless of who recommended the candidate.

How can I nominate a director or submit a Shareholder proposal for the 2020 Annual Meeting ofShareholders?Shareholders who, in accordance with the SEC’s Rule 14a-8, wish to present proposals for inclusion in the proxy

materials to be distributed by us in connection with our 2020 Annual Meeting of Shareholders must submit their

proposals to the Corporate Secretary, at Aramark, 2400 Market Street, Philadelphia, PA 19103. Proposals must be

received on or before August 23, 2019. In addition, all shareholder proposals requested to be included in the

Company’s proxy statement and proxy card must also comply with the requirements set forth in the federal

securities laws, including Rule 14a-8, in order to be included in the Company’s proxy statement and proxy card for the

2020 Annual Meeting of Shareholders.

Pursuant to our proxy access By-law provision, a shareholder, or a group of up to 20 shareholders, that has

continuously owned for three years at least 3% of the Company’s outstanding common shares, may nominate and

include in the Company’s annual meeting proxy materials up to the greater of two directors or 20% of the number of

directors serving on the Board, if the shareholder(s) and the nominee(s) meet the requirements specified in our

By-laws. Notice of director nominations submitted under the proxy access By-law provision for the 2020 Annual

Meeting of Shareholders must be received by the Corporate Secretary no earlier than October 2, 2019 and no later

than November 1, 2019.

In addition, the Company’s By-laws establish an advance notice procedure with regard to certain matters, including

nominations of persons for election as directors, to be brought before an annual meeting of shareholders. In

accordance with our By-laws, for a matter not included in our proxy materials to be properly brought before the

2020 Annual Meeting of Shareholders, a Shareholder’s notice of the matter that the Shareholder wishes to present

must be delivered to the Corporate Secretary, at Aramark, 2400 Market Street, Philadelphia, PA 19103, not less than

90 nor more than 120 days prior to the first anniversary of the 2019 Annual Meeting and must contain specified

information concerning the matters to be brought before such meeting and concerning the shareholder proposing

such matters. As a result, any notice given by or on behalf of a shareholder pursuant to these provisions of our

By-laws (and not pursuant to the SEC’s Rule 14a-8) must be received no earlier than October 2, 2019, and no later

than November 1, 2019. If the date of the 2020 Annual Meeting of Shareholders is more than 30 days earlier or later

than the anniversary date of the 2019 Annual Meeting, notice must be received not later than the close of business on

the later of (i) the 90th day prior to such annual meeting or (ii) the 10th day following the day on which public

announcement of the date of such meeting is first made. Copies of the Company’s By-laws may be obtained free of

charge by contacting our Investor Relations Department, at Aramark, 2400 Market Street, Philadelphia, Pennsylvania,

19103, Attention: Investor Relations, telephone: (215) 409-7287, e-mail: [email protected].

Company Documents and Communications

How do I obtain copies of Aramark’s corporate governance and other company documents?The Corporate Governance Guidelines, committee charters and Aramark’s code of ethics contained in its Business

Conduct Policy are posted at www.aramark.com/investorrelations/corporategovernance. In addition, these

documents are available in print without charge to any Shareholder who submits a written request to the Corporate

Secretary at the address listed above.

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We make available, free of charge on our website, all of our filings that are made electronically with the SEC,including Forms 10-K, 10-Q and 8-K. To access these filings, go to our website (www.aramark.com) and click on“Investor Relations”. Copies of our proxy statement, form of proxy and our Annual Report for the year endedSeptember 28, 2018, including financial statements and schedules thereto, filed with the SEC, are also availablewithout charge to shareholders upon written request addressed to: Investor Relations, Aramark, 2400 MarketStreet, Philadelphia, PA 19103. You may also contact our Investor Relations Department at Aramark, 2400 MarketStreet, Philadelphia, Pennsylvania, 19103, Attention: Investor Relations, telephone: (215) 409-7287,e-mail: [email protected].

How can I communicate with the Board?Shareholders and interested parties may contact any director, the Board, the Audit, Nominating or Compensation

Committees, or the non-management or independent members of the Board as a group by addressing the particular

person or group in care of the General Counsel of Aramark, 2400 Market Street, Philadelphia, PA 19103, who will

forward such communications to the addressee.

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Annex A

Reconciliation of GAAP and Non-GAAP Financial MeasuresThe Company reports its financial results in accordance with GAAP. However, management believes that certain

non-GAAP financial measures provide additional financial information that is meaningful and uses these measures to

help evaluate operational results and make financial, operating and planning decisions. We believe these non-GAAP

measures should be considered by investors and others when reviewing the Company’s performance.

Selected Operational and Financial MetricsConstant Currency SalesConstant Currency Sales represents sales growth, adjusted to eliminate the impact of currency translation.

Legacy Business SalesLegacy Business Sales represents sales excluding the impact of currency translation and the sales of AmeriPride and

Avendra.

Adjusted Operating IncomeAdjusted Operating Income represents operating income adjusted to eliminate the change in amortization of

acquisition-related customer relationship intangible assets and depreciation of property and equipment resulting

from the going-private transaction in 2007 (the “2007 LBO”); the impact of the change in fair value related to certain

gasoline and diesel agreements; severance and other charges; share-based compensation; merger and integration

charges and other items impacting comparability.

Adjusted Operating Income (Constant Currency)Adjusted Operating Income (Constant Currency) represents Adjusted Operating Income adjusted to eliminate the

impact of currency translation.

Adjusted Net IncomeAdjusted Net Income represents net income attributable to Aramark stockholders adjusted to eliminate the change in

amortization of acquisition-related customer relationship intangible assets and depreciation of property and

equipment resulting from the 2007 LBO; the impact of changes in the fair value related to certain gasoline and diesel

agreements; severance and other charges; share-based compensation; merger and integration charges; the effects of

refinancings on interest and other financing costs, net; the impact of tax reform and other items impacting

comparability, less the tax impact of these adjustments. The tax effect for adjusted net income for our U.S. earnings is

calculated using a blended U.S. federal and state tax rate. The tax effect for adjusted net income in jurisdictions

outside the U.S. is calculated at the local country tax rate.

Adjusted Net Income (Constant Currency)Adjusted Net Income (Constant Currency) represents Adjusted Net Income adjusted to eliminate the impact of

currency translation.

Adjusted EPSAdjusted EPS represents Adjusted Net Income divided by diluted weighted average shares outstanding.

Adjusted EPS (Constant Currency)Adjusted EPS (Constant Currency) represents Adjusted EPS adjusted to eliminate the impact of currency translation.

Covenant Adjusted EBITDACovenant Adjusted EBITDA represents net income attributable to Aramark stockholders adjusted for interest and

other financing costs, net; provision (benefit) for income taxes; depreciation and amortization; and certain other

items as defined in our debt agreements required in calculating covenant ratios and debt compliance. The Company

also uses Net Debt for its ratio to Covenant Adjusted EBITDA, which is calculated as total long-term borrowings less

cash and cash equivalents.

Free Cash FlowFree Cash Flow represents net cash provided by operating activities less net purchases of property and equipment,

client contract investments and other. Management believes that the presentation of free cash flow provides useful

information to investors because it represents a measure of cash flow available for distribution among all the security

holders of the Company.

We use Constant Currency Sales, Adjusted Operating Income (including on a constant currency basis), Covenant

Adjusted EBITDA, Adjusted Net Income (including on a constant currency basis), Adjusted EPS (including on a

Annex-1

5912_TXT.pdf 83

constant currency basis) and Free Cash Flow as supplemental measures of our operating profitability and to control

our cash operating costs. We believe these financial measures are useful to investors because they enable better

comparisons of our historical results and allow our investors to evaluate our performance based on the same metrics

that we use to evaluate our performance and trends in our results. These financial metrics are not measurements of

financial performance under generally accepted accounting principles, or GAAP. Our presentation of these metrics

has limitations as an analytical tool and should not be considered in isolation or as a substitute for analysis of our

results as reported under GAAP. You should not consider these measures as alternatives to sales, operating income,

net income or earnings per share, determined in accordance with GAAP. Constant Currency Sales, Adjusted

Operating Income, Covenant Adjusted EBITDA, Adjusted Net Income, Adjusted EPS and Free Cash Flow as

presented by us, may not be comparable to other similarly titled measures of other companies because not all

companies use identical calculations.

Explanatory Notes to the Non-GAAP Schedules

Amortization of acquisition-related customer relationship intangible assets and depreciation of property andequipment resulting from the 2007 Leveraged Buy-out – adjustments to eliminate the change in amortization and

depreciation resulting from the purchase accounting applied to the January 26, 2007 going-private transaction

executed with investment funds affiliated with GS Capital Partners, CCMP Capital Advisors, LLC and J.P. Morgan

Partners, LLC, Thomas H. Lee Partners, L.P. and Warburg Pincus LLC as well as approximately 250 senior

management personnel.

Share-based compensation – adjustments to eliminate compensation expense related to the Company’s issuances of

share-based awards and the related employer payroll tax expense incurred by the Company when employees

exercise in the money stock options or vest in restricted stock awards.

Severance and other charges – adjustments to eliminate severance expenses and other costs incurred in the

applicable period related to streamlining initiatives ($36.6 million for fiscal 2018 and $18.4 million for fiscal 2017),

adjustments to eliminate consulting costs incurred in the applicable period related to streamlining initiatives

($20.2 million for fiscal 2018 and $3.1 million for fiscal 2017), incurring duplicate rent charges to build out and ready

the Company’s new headquarters while occupying its existing headquarters ($7.7 million for fiscal 2018) and other

charges ($3.1 million for fiscal 2018 and $6.8 million for fiscal 2017).

Merger and Integration Related Charges - adjustments to eliminate merger and integration charges primarily related

to the Avendra and AmeriPride acquisitions, including deal costs, costs for transitional employees and integration

related consulting costs ($78.1 million for fiscal 2018) and other deal costs.

Gains, losses and settlements impacting comparability – adjustments to eliminate certain transactions that are not

indicative of our ongoing operational performance, primarily for income/loss from prior years’ loss experience under

our casualty insurance program ($14.9 million gain for fiscal 2018 and $6.5 million gain for fiscal 2017), pension plan

charges ($5.0 million loss for fiscal 2018), charges related to a joint venture liquidation and acquisition ($7.5 million

for fiscal 2018), expenses related to acquisition costs ($2.1 million for fiscal 2017), charges related to hyperinflation in

Argentina ($3.8 million for fiscal 2018), certain consulting costs ($1.0 million for fiscal 2018 and $3.7 million for fiscal

2017), certain environmental charges ($5.0 million for fiscal 2018) and the impact of the change in fair value related to

certain gasoline and diesel agreements ($0.2 million gain for fiscal 2018 and $0.4 million loss for fiscal 2017).

Effect of currency translation – adjustments to eliminate the impact that fluctuations in currency translation rates

had on the comparative results by presenting the periods on a constant currency basis. Assumes constant foreign

currency exchange rates based on the rates in effect for the prior year period being used in translation for the

comparable current year period.

Effect of refinancing on interest and other financing costs, net – adjustments to eliminate expenses associated with

refinancing activities undertaken by the Company in the applicable period such as third party costs and non-cash

charges for the write-offs of deferring financing costs and debt discounts.

Effect of tax reform on provision for income taxes - adjustments to eliminate the impact of tax reform that is not

indicative of our ongoing tax position based on the new tax policies and certain other adjustments.

Tax Impact of Adjustments to Adjusted Net Income – adjustments to eliminate the net tax impact of the

adjustments to adjusted net income calculated based on a blended U.S. federal and state tax rate for U.S.

adjustments and the local country tax rate for adjustments in jurisdictions outside the U.S.

Annex-2

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Aramark and Subsidiaries

RECONCILIATION OF NON-GAAP MEASURES

ADJUSTED CONSOLIDATED OPERATING INCOME MARGIN(Unaudited) ($ In thousands)

Fiscal 2018 Fiscal 2017

Sales (as reported) $ 15,789,633 $14,604,412

Operating Income (as reported) $ 826,137 $ 808,057

Operating Income Margin (as reported) 5.23% 5.53%

Sales (as reported) $ 15,789,633 $14,604,412Effect of Currency Translation (161,870) —

Constant Currency Sales $ 15,627,763 $14,604,412

Operating Income (as reported) $ 826,137 $ 808,057Amortization of Acquisition-Related Customer Relationship Intangible Assets Resulting from the 2007 LBO 37,756 57,585Share-Based Compensation 89,465 67,089Severance and Other Charges 67,577 28,328Merger and Integration Related Charges 79,908 —Gains, Losses and Settlements impacting comparability 7,578 912

Adjusted Operating Income $ 1,108,421 $ 961,971Effect of Currency Translation (6,788) —

Adjusted Operating Income (Constant Currency) $ 1,101,633 $ 961,971

Adjusted Operating Income Growth since 2013 41.84%

Adjusted Operating Income Margin (Constant Currency) 7.05% 6.59%


Sales (as reported) $ 14,415,829 $ 14,329,135



Sales (as reported) $ 14,415,829 $ 14,329,135Effect of Currency Translation 259,424 —Effect of Acquisitions and Divestitures (48,155) (9,377)

Constant Currency Sales $14,627,098 $ 14,319,758

Operating Income (as reported) $ 746,314 $ 627,938Amortization of Acquisition-Related Customer Relationship Intangible Assets and Depreciation of Property and

Equipment Resulting from the 2007 LBO 78,174 110,080Share-Based Compensation 59,358 72,800Severance and Other Charges 41,736 66,545Effect of Acquisitions and Divestitures 275 (421)Gains, Losses and Settlements impacting comparability 13,447 3,793

Adjusted Operating Income $ 939,304 $ 880,735Effect of Currency Translation 12,407 —

Adjusted Operating Income (Constant Currency) $ 951,711 $ 880,735



Sales (as reported) $ 14,832,913 $13,945,657



Sales (as reported) $ 14,832,913 $13,945,657Effect of Currency Translation (470,565) (106,188)Effect of Acquisitions and Divestitures (3,774) (25,477)

Constant Currency Sales $14,358,574 $ 13,813,992Estimated Impact of 53rd Week (257,963) —

Constant Currency Sales including Estimated Impact of 53rd Week $ 14,100,611 $ 13,813,992

Operating Income (as reported) $ 564,563 $ 514,474Amortization of Acquisition-Related Customer Relationship Intangible Assets and Depreciation of Property and

Equipment Resulting from the 2007 LBO 129,505 155,443Share-Based Compensation 47,522 19,417Effect of Currency Translation (27,955) (6,063)Severance and Other Charges 53,554 113,464Effect of Acquisitions and Divestitures (71) (5,992)Branding 26,910 968Initial Public Offering-Related Expenses, including share-based compensation 56,133 —Gains, Losses and Settlements impacting comparability 1,911 (10,251)

Adjusted Operating Income (Constant Currency) $ 852,072 $ 781,460


Annex-3

5912_TXT.pdf 85



ADJUSTED NET INCOME & ADJUSTED EPS(Unaudited) (In thousands, except per share amounts)

12 MonthsEnded

9/28/2018

12 MonthsEnded

9/29/2017

12 MonthsEnded

9/30/2016

12 MonthsEnded

10/2/2015

12 MonthsEnded

10/3/2014

12 MonthsEnded

9/27/2013

Net Income Attributable to Aramark Stockholders (asreported) $ 567,885 $ 373,923 $287,806 $ 235,946 $ 148,956 $ 69,356

Adjustment:

Loss from Discontinued Operations, net of tax — — — — — 1,030

Amortization of Acquisition-Related Customer

Relationship Intangible Assets and

Depreciation of Property and Equipment

Resulting from the 2007 LBO 37,756 57,585 78,174 110,080 129,505 155,443

Share-Based Compensation 89,465 67,089 59,358 72,800 47,522 19,417

Severance and Other Charges 67,577 28,328 41,736 66,545 53,554 113,464

Merger and Integration Related Charges 79,908 — — — — —

Effects of Acquisitions and Divestitures — — 275 (421) (71) (5,992)

Branding — — — — 26,910 968

Initial Public Offering-Related Expenses,

including share-based compensation — — — — 56,133 —

Gains, Losses and Settlements impacting

comparability 7,578 912 13,447 3,793 1,911 (10,251)

Effects of Refinancing on Interest and Other

Financing Costs, net 17,773 31,491 31,267 — 25,705 39,830

Effect of Tax Reform on Provision For Income

Taxes (221,998) — — — — —

Tax Impact of Adjustments to Adjusted Net

Income (77,032) (69,039) (87,025) (102,485) (128,442) (118,694)

Adjusted Net Income $ 568,912 $490,289 $425,038 $ 386,258 $ 361,683 $ 264,571

Effect of Currency Translation, net of tax (4,798) 989 7,802 — (18,171) (3,941)

Adjusted Net Income (Constant Currency) $ 564,114 $ 491,278 $432,840 $ 386,258 $ 343,512 $260,630

Earnings Per Share (as reported)Net Income Attributable to Aramark Stockholders

(as reported) $ 567,885 $ 373,923 $287,806 $ 235,946 $ 148,956 $ 69,356

Diluted Weighted Average Shares Outstanding 253,352 251,557 248,763 246,616 237,451 209,370

$ 2.24 $ 1.49 $ 1.16 $ 0.96 $ 0.63 $ 0.33

Earnings Per Share Growth (as reported) 50.34% 28.45% 20.83% 52.38% 90.91%

Adjusted Earnings Per ShareAdjusted Net Income $ 568,912 $490,289 $425,038 $ 386,258 $ 361,683 $ 264,571


$ 2.25 $ 1.95 $ 1.71 $ 1.57 $ 1.52 $ 1.26

Adjusted Earnings Per Share (Constant Currency asreported in each respective year)

Adjusted Net Income (Constant Currency) $ 564,114 $ 491,278 $432,840 $ 386,258 $ 343,512 $260,630

Estimated Impact of 53rd Week — — — — (8,796) —

Adjusted Net Income (Constant Currency)

Including Estimated Impact of 53rd Week $ 564,114 $ 491,278 $432,840 $ 386,258 $ 334,716 $260,630


Adjusted Earnings Per Share (Constant Currency asreported in each respective year) ExcludingEstimated Impact of 53rd Week $ 2.23 $ 1.95 $ 1.74 $ 1.57 $ 1.45 $ 1.24

Adjusted Earnings Per Share (Constant Currency asreported in each respective year) IncludingEstimated Impact of 53rd Week $ 2.23 $ 1.95 $ 1.74 $ 1.57 $ 1.41 $ 1.24

Adjusted Earnings Per Share Growth (ConstantCurrency) 14.36% 12.07% 10.83% 11.35% 13.71%

Adjusted Earnings Per Share Growth since 2013 78.57%

Annex-4

5912_TXT.pdf 86



LEGACY BUSINESS SALES (CONSTANT CURRENCY)(Unaudited) ($ in thousands)

12 Months Ended9/28/2018

Sales (as reported) $15,789,633

Effect of Currency Translation (161,870)

Constant Currency Sales 15,627,763

Effect of AmeriPride and Avendra Acquisitions (522,188)

Legacy Business Sales $ 15,105,575

12 Months Ended9/29/2017

Sales (as reported) $14,604,412

Constant Currency Sales Growth 7.01%

Legacy Business Sales Growth 3.43%

Annex-5

5912_TXT.pdf 87

Wednesday, January 30, 2019 at 10:00 AM ESTThe Rittenhouse Hotel 210 W. Rittenhouse Square,Philadelphia, PA 19103

2019 Annual Meeting of Shareholders


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Aramark

2400 Market Street


www.aramark.com

NOTICE OF 2019 ANNUAL

MEETING OF SHAREHOLDERS

AND PROXY STATEMENT
